Gardner Denver Inc. Shareholder Settlement Website
HomeCase DocumentsContact Us

Welcome to the Gardner Denver Inc. Shareholder Litigation Settlement Website

This website has been established to provide general information related to the Gardner Denver Inc. ("GDI") Shareholder Litigation and the resulting Settlement Fund. The capitalized terms used on this website, and not defined herein, shall have the same meanings ascribed to them in the Stipulation and Agreement of Compromise, Settlement and Release (the "Stipulation") dated June 27, 2014. This Action is pending before the Court of Chancery of the State of Delaware.

On March 8, 2013, Gardner Denver, Inc. ("GDI") and Kohlberg Kravis Roberts & Co. L.P. ("KKR") announced that GDI had entered into an Agreement and Plan of Merger (the "Merger Agreement") dated March 7, 2013, by and among GDI, Renaissance Parent Corp. ("Renaissance"), and Renaissance Acquisition Corp. ("Merger Sub," and together with Renaissance, the "Renaissance Entities"). The Merger Agreement contemplated, among other things, that the Renaissance Entities would acquire all of GDI's outstanding shares at a purchase price of $76 per share and GDI would merge with Merger Sub (the "Merger").

The plaintiffs aledge that the GDI board of directors breached its fiduciary duties in connection with its consideration and approval of the Merger Agreement; and that KKR aided and abetted those alleged breaches.

After significant arm's-length negotiations, and with the assistance of the Mediator, counsel to Lead Plaintiff and the Defendants (together, the "Parties") reached, subsequent to the mediation, an agreement concerning the settlement of the Consolidated Action, which is set forth in the Stipulation.

The Stipulation provides for the dismissal of the Consolidated Action and a complete release of all claims by members of the Class ("Class Members") that were asserted, could have been asserted, could be asserted in the future in the Actions or in any other proceeding. In consideration of this release, the Stipulation provides that the Company will make a $29,000,000 Settlement Payment.

Following Final Approval, the Net Settlement Amount, which means the Settlement Payment less notice and administrative costs and less the Settlement Payment Fee and Expense Amount, will be distributed by the Claims Administrator to the Settlement Payment Recipients.

The Net Settlement Amount will be allocated on a per-share basis amongst the Settlement Payment Recipients who have submitted to the Claims Administrator a valid Proof of Claim by October 16, 2014, based on the number of shares of GDI common stock, held and exchanged upon the Closing by the applicable Settlement Payment Recipient for consideration in the Merger for said shares of GDI common stock. Any Class Member who does not submit a valid Proof of Claim, who was not a GDI stockholder of record at the Closing, or who did not receive consideration in the Merger upon exchange of GDI common stock will not be entitled to receive any distribution from the Settlement Fund, but will otherwise be bound by all of the terms of the Stipulation and the Settlement, and the releases provided for herein, and will be permanently barred and enjoined from bringing any action, claim or other proceeding of any kind against the Released Persons with respect to the Settled Claims. The Settlement is conditioned upon the occurrence of certain events. Those events include (a) final certification of the non-opt-out Class for settlement purposes; (b) final approval of the Settlement by the Court and the affirmance of such approval on appeal or the expiration of the time to take any further appeal; (c) approval of a complete release of all Released Persons by the Court, in the form provided for in the Stipulation and described in this Notice; (d) the inclusion in the Order and Final Judgment of a provision enjoining all Class Members from asserting any of the Settled Claims; and (e) dismissal with prejudice of the Consolidated Action. 

A hearing will be held before the Court in the Kent County Courthouse, 38 The Green, Dover, Delaware 19901, on September 3, 2014 at 10:00 a.m.  Any Class Member who objects to the Settlement, the Order and Final Judgment to be entered in the Consolidated Action, and/or Plaintiff's Counsel's application for an award of attorneys' fees, costs, and expenses, or who otherwise wishes to be heard, may appear personally or by counsel at the Hearing and present evidence or argument that may be proper and relevant.

Although the information in this website is intended to assist you, it does not replace the information contained in the Notice of Class-Action Settlement on Behalf of Gardner Denver, Inc. Shareholders from July 13, 2012 through July 30, 2013 the ("Notice") and the Stipulation and Agreement of Compromise, Settlement and Release, both of which can be found and downloaded from this website. We recommend that you read the Notice and other relevant case documents carefully and in their entirety.