Rodriguez
v.
Nesmith

This case is not covered by Casetext's citator
UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN FRANCISCO DIVISIONMar 28, 2012
No. 5:11-cv-06629-RMW (N.D. Cal. Mar. 28, 2012)

No. 5:11-cv-06629-RMW

03-28-2012

LUIS RODRIGUEZ, individually and on behalf of all others similarly situated, Plaintiff, v. BRIAN M. NESMITH, DAVID W. HANNA, JAMES A. BARTH, JAMES R. TOLONEN, KEITH GEESLIN, CAROL G. MILLS, GREGORY S. CLARK, BLUE COAT SYSTEMS, INC., THOMA BRAVO, LLC, PROJECT BARBOUR HOLDINGS CORPORATION, and PROJECT BARBOUR MERGER CORP., Defendants.

Neal A. Potischman (SBN 254862) Sandra West (SBN 250389) DAVIS POLK & WARDWELL LLP Counsel for Defendants Blue Coat Systems, Inc., Gregory S. Clark, David W. Hanna, Brian M. NeSmith, James A. Barth, James R. Tolonen, Keith Geeslin, and Carol G. Mills [Additional counsel on signature page]


Neal A. Potischman (SBN 254862)


Sandra West (SBN 250389)


DAVIS POLK & WARDWELL LLP


Counsel for Defendants Blue Coat Systems, Inc.,


Gregory S. Clark, David W. Hanna, Brian M. NeSmith,


James A. Barth, James R. Tolonen, Keith Geeslin,


and Carol G. Mills


[Additional counsel on signature page]

CLASS ACTION


STIPULATION AND [PROPOSED] ORDER STAYING ACTION

Plaintiff Luis Rodriguez ("Plaintiff) and Defendants Blue Coat Systems, Inc. ("Blue Coat"), Gregory S. Clark, David W. Hanna, Brian M. NeSmith, James A. Barth, Keith Geeslin, James R. Tolonen, Carol G. Mills, Thoma Bravo, LLC ("Thoma Bravo"), Project Barbour Holdings Corporation, and Project Barbour Merger Corp. (collectively, "Defendants" and together with Plaintiff, the "Parties"), through their respective counsel, hereby stipulate as follows:

WHEREAS, on December 23, 2011, Plaintiff filed this action challenging the proposed acquisition of Blue.Coat by an investor group led by Thoma Bravo (the "Proposed Transaction");

WHEREAS, on December 27, 2011, Plaintiff filed an amended complaint in this action;

WHEREAS, on January 31, 2012, the Parties agreed to a settlement in principle of this action and entered into a memorandum of understanding to that effect, which is attached hereto as Exhibit A;

WHEREAS, pursuant to the memorandum of understanding, on February 1, 2012, Blue Coat filed with the SEC a Schedule 14A containing supplemental disclosures regarding the Proposed Transaction;

WHEREAS, as a condition of the settlement, Plaintiff agrees to seek to dismiss this action with prejudice;

WHEREAS, in order to permit the Parties to work to finalize the terms of the settlement, the Parties have agreed to stay any further proceedings in this action;

NOW THEREFORE, IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned counsel, subject to approval of the Court, as follows:

1. In order to permit the Parties to work to finalize the terms of their settlement, this action will be stayed, all deadlines will be held in abeyance, and no further action will be required by the Parties, for 60 days from entry of this Order.


Respectfully Submitted,

DAVIS POLK & WARD WELL LLP

_________________


Neal A. Potischman


Sandra West


Counsel for Defendants Blue Coat Systems, Inc.,


Gregory S. Clark, David W. Hanna, Brian M.


NeSmith, James A. Barth, James R. Tolonen,


Keith Geeslin, and Carol G. Mills


BRAMSON, PLUTZIK, MAHLER &


BIRKHAEUSER, LLP


_________________


Alan R. Plutzik (State Bar No. 77785)


Counsel for Plaintiff Luis Rodriguez

K1RKLAND & ELLIS LLP

_________________


James Basile


Eliot Adelson


Counsel for Defendants Thoma Bravo, LLC,


Project Barbour Holdings Corporation, and


Project Barbour Merger Corp.

ORDER

Having received and reviewed the parties' Stipulation, and good cause appearing therefore,

IT IS SO ORDERED.

_________________


The Honorable Ronald M. Whytt


The Court sets a Status Conference for June 29, 2012 at 10:30 a.m. If the settlement is final, file a dismissal by June 22, 2012.