In Re Ppdi Litigation

In re PPDI Litigation, 

.
STATE OF NORTH CAROLINA                      IN THE GENERAL COURT OF JUSTICE
                                                 SUPERIOR COURT DIVISION
COUNTY OF NEW HANOVER                                   11 CVS 4186




IN RE PPDI LITIGATION                             ORDER AND FINAL JUDGMENT




       The Stipulation and Agreement of Compromise, Settlement and Release, dated

March 1, 2012 (the “Stipulation”), of the above consolidated class action (the “Action”),

and the settlement contemplated thereby (the “Settlement”) having been presented at the

Settlement Hearing on May 24, 2012, pursuant to the Preliminary Approval Order

entered herein on March 12, 2012 (the “Preliminary Approval Order”), which Stipulation

was entered into by plaintiffs in the Action (the “Plaintiffs”), through Plaintiffs’ Lead

Counsel and by defendants Pharmaceutical Product Development, Inc. (“PPD" or the

“Company”), Fredric N. Eshelman, Raymond H. Hill, Ernest Mario, Stuart Bondurant,

Frederick Frank, Terry Magnuson, Vaughn D. Bryson, Robert Alexander Ingram and

Ralph Snyderman (together with PPD, the “PPD Defendants”) Jaguar Holdings, LLC,

The Carlyle Group, Carlyle Investment Management, L.L.C, Carlyle Partners V, L.P.,

Hellman & Friedman LLC, Hellman & Friedman L.P., Hellman & Friedman Capital

Partners VII, L.P., Hellman & Friedman Capital Partners VII (Parallel), L.P., Hellman &

Friedman Advisors LLC, HFCP VII (Parallel-A), L.P., H&F Executives VII, L.P. and

Jaguar Merger Sub, Inc. (together, “the Sponsors” collectively with the PPD Defendants,

the “Defendants”, and together with Plaintiffs, the “Parties”) in the Action and which is

incorporated herein by reference; and the Court having determined that notice of said
hearing was given to the Class in accordance with the Scheduling Order and that said

notice was adequate and sufficient; and the Parties having appeared by their attorneys of

record; and the attorneys for the respective Parties having been heard in support of the

Settlement of the Action, and an opportunity to be heard having been given to all other

persons desiring to be heard as provided in the notice; and the entire matter of the

Settlement having been considered by the Court;

        IT IS HEREBY ORDERED, ADJUDGED AND DECREED, this 24th day of

May, 2012, as follows:

        1.    The Notice of Pendency of Class Action, Proposed Settlement And

Settlement Hearing (“Notice”) has been given to the Class (as defined below) pursuant to

and in the manner directed by the Preliminary Approval Order, proof of the mailing of

the Notice has been filed with the Court and a full opportunity to be heard has been

offered to all parties to the Action, the Class and persons in interest. The form and

manner of the Notice is hereby determined to have been the best notice practicable under

the circumstances and to have been given in full compliance with each of the

requirements of North Carolina Rule 23 and due process, and it is further determined that

all members of the Class are bound by the Order and Final Judgment herein.

        2.    The Court hereby finds, pursuant to North Carolina Rule 23, as follows:

                a.      that (i) the Class, as defined below, is so numerous that joinder of

all members is impracticable, (ii) there are questions of law and fact common to the

Class, (iii) the claims of Plaintiffs are typical of the claims of the Class, (iv) Plaintiffs and

Plaintiffs’ Lead Counsel have fairly and adequately protected the interests of the Class,
and (v) a class action is superior to all other methods available for adjudication of the

controversy before the Court;

               b.      that the requirements of North Carolina Rule 23 have been

satisfied;

               c.      that the requirements of the North Carolina Rules and due process

have been satisfied in connection with the Notice; and

               d.      that a non-opt out class is appropriate here because the relief

sought for the Class was for uniform group remedies of injunctive and declaratory relief,

all of which were applicable with respect to the Class as a whole.

        3.   Therefore, this Action is hereby certified as a non-opt out class action

pursuant to North Carolina Rule of Civil Procedure 23(a), with the class defined as

follows:

        any and all record and beneficial holders of PPD common stock, their
        respective successors in interest, successors, predecessors in interest,
        predecessors, representatives, trustees, executors, administrators, heirs,
        assigns or transferees, immediate and remote, and any person or entity
        acting for or on behalf of, or claiming under, any of them, and each of
        them, together with their predecessors and successors and assigns, who
        held shares of PPD common stock at any time between and including May
        18, 2011, and December 5, 2011 (the "Class").

        4.   The Plaintiffs are hereby certified as the Class representatives, and Lead

Counsel are certified as Lead Class Counsel.

        5.   The Court finds the Settlement to be fair, reasonable and adequate and in the

best interests of the Class, and it is hereby approved. The Parties are hereby authorized

and directed to comply with and to consummate the Settlement in accordance with its

terms and provisions, and the Clerk is directed to enter and docket this Order and Final

Judgment in the Action.
        6.    This Order and Final Judgment shall not constitute any evidence or

admission by any of the Parties herein that any acts of wrongdoing have been committed

by any of the Parties to the Action and should not be deemed to create any inference that

there is any liability therefor.

        7.    The Action is hereby dismissed with prejudice in its entirety on the merits

and, except as provided in the Stipulation, without costs.

        8.    Plaintiffs and all members of the Class, together with their legal

representatives, agents, heirs, successors in interest, transferees, and assigns, for good and

sufficient consideration received, shall be deemed to have and by operation of this Order

and Final Judgment shall have, fully, finally, and forever released, relinquished, and

discharged any and all claims, demands, rights, actions, causes of action, liabilities,

damages, losses, obligations, judgments, duties, suits, costs, expenses, matters, and issues

known or unknown, contingent or absolute, suspected or unsuspected, disclosed or

undisclosed, liquidated or unliquidated, matured or unmatured, accrued or unaccrued,

apparent or unapparent, that have been or could have been asserted in any court, tribunal,

or proceeding (including, but not limited to, any claims arising under federal, state,

foreign, or common law, including the federal securities laws and any state disclosure

law), by or on behalf of the Plaintiffs, PPD, or any member of the Class whether

individual, direct, class, derivative, representative, legal, equitable, or any other type or in

any other capacity (the "Releasing Persons"), against the Defendants or any of their

families, parent entities, controlling persons, associates, affiliates, or subsidiaries and

each and all of their respective past or present officers, directors, stockholders, principals,

representatives, employees, attorneys, financial or investment advisors, consultants,
accountants, investment bankers, commercial bankers, entities providing fairness

opinions, advisors or agents, heirs, executors, trustees, general or limited partners or

partnerships, limited liability companies, members, joint venturers, personal or legal

representatives, estates, administrators, predecessors, successors, or assigns (the

"Released Persons") which the Releasing Persons ever had, now have, or may have had

by reason of, arising out of, relating to, or in connection with the acts, events, facts,

matters, transactions, occurrences, statements, or representations, or any other matter

whatsoever set forth in or otherwise related, directly or indirectly, to the allegations in the

Actions, the complaints, the Merger Agreement, and other transactions contemplated

therein, including the process pursuant to which the Defendants considered, deliberated

and negotiated the terms of the Merger Agreement and such contemplated transactions,

or disclosures made in connection therewith (including the adequacy and completeness of

such disclosures) (the "Settled Claims"); provided, however, that the Settled Claims shall

not include any properly perfected claims for appraisal pursuant to 

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13-02, or claims to enforce the Settlement.

        9.    Plaintiffs and all members of the Class, together with their legal

representatives, agents, heirs, successors in interest, transferees, and assigns, for good and

sufficient consideration received, shall be deemed to have and by operation of this Order

and Final Judgment also shall be deemed to waive any and all provisions, rights and

benefits conferred by California Civil Code § 1542 and by any law of any state or

territory of the United States, or principle of common law, or any other law, which is

similar, comparable or equivalent to California Civil Code § 1542, and the waiver of such
provisions, rights and benefits as set forth in the Stipulation is hereby approved and

confirmed by this Court.

       10.   Plaintiffs and all members of the Class, or any of them, together with their

legal representatives, agents, heirs, successors in interest, transferees, and assigns, are

hereby permanently barred and enjoined from commencing, prosecuting, instigating or in

any way participating in the commencement or prosecution of any action asserting any of

the Released Claims, either directly, representatively, derivatively, or in any other

capacity, against any of the Released Persons.

       11.   Neither the Stipulation nor the Settlement contained therein, nor any act

performed or document executed pursuant to or in furtherance of the Stipulation or the

Settlement, is or may be deemed to be or may be used in any manner as: (a) an

admission of, or evidence of, the validity of any Released Claim, any wrongdoing or

liability of the Defendants, any damage or injury to any person, or for any other purpose;

(b) an admission or concession by Plaintiff or any member of the Class of any infirmity

in the claims asserted in the Action; or (c) an admission of, or evidence of, any fault or

omission of any of the Released Persons in any civil, criminal, or administrative

proceeding in any court, administrative agency, or other tribunal. The Released Persons

may file the Stipulation and/or this Order and Final Judgment in any action that may be

brought against them in order to support a defense or counterclaim based on principles of

res judicata, collateral estoppel, release, good-faith settlement, judgment bar or reduction

or any theory of claim preclusion or issue preclusion or similar defense or counterclaim.
       12.   Without affecting the finality of this Order and Final Judgment in any way,

this Court hereby retains continuing jurisdiction over all Parties hereto for the sole

purpose of construing, enforcing and administering the Stipulation.

       13.   In the event that the Settlement does not become effective in accordance

with the terms of the Stipulation as modified, then this Order and Final Judgment shall be

rendered null and void to the extent provided by, and in accordance with, the Stipulation

and shall be vacated and, in such event, all orders entered and releases delivered in

connection herewith shall be null and void to the extent provided by and in accordance

with the Stipulation.

       14.   Plaintiffs’ Lead Counsel are hereby awarded attorneys’ fees in the amount

of $450,000.00, inclusive of expenses, which amount the Court finds to be fair and

reasonable and which shall be paid to Lead Counsel, Gardy & Notis.