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|1.||Why did I get the Notice package?|
You or someone in your family may have purchased Arena common stock during the Class Period.
The Court caused the Notice to be sent to you because you have a right to know about a proposed settlement of a class action lawsuit, a hearing to be held by the Court to consider the fairness, reasonableness and adequacy of the Settlement, and about all of your options, before the Court decides whether to approve the Settlement. If the Court approves the Settlement, and after any objections or appeals are resolved, a claims administrator appointed by the Court will make the payments that the Settlement allows.
The Notice explains the lawsuit, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them. It is not an expression of any opinion by the Court with respect to the truth of the allegations of the litigation or the merits of the claims or defenses asserted.
The Court in charge of the lawsuit is the United States District Court for the Southern District of California, and the case is known as Schueneman v. Arena Pharmaceuticals, Inc., et al., Case No. 10-cv-1959-CAB-BLM. The Honorable Cathy Ann Bencivengo is the Judge in charge of this class action (the “Court”).
|2.||What is this lawsuit about?|
The lawsuit is a class action that alleges violations of Section 10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) (15 U.S.C. § 78j) and Rule 10b-5 promulgated thereunder (17 C.F.R. 240), and a violation of Section 20(a) of the Exchange Act 15 U.S.C. § 78t(a). The defendants are Arena Pharmaceuticals, Inc. (“Arena” or the “Company”); Jack Lief, Arena’s former President, CEO and Chairman; Robert E. Hoffman, Arena’s former CFO; Dominic P. Behan, Arena’s former Senior Vice President and Chief Scientific Officer; William R. Shanahan, Jr., Arena’s former Senior Vice President and Chief Medical Officer; and Christen Anderson, Arena’s former Vice President of Clinical Development. (the “Defendants”) Defendants Lief, Hoffman, Behan, Shanahan and Anderson are referred to as the “Individual Defendants.”
Lead Plaintiff alleges that Defendants misled Arena investors about Arena’s development of a new drug for weight loss, lorcaserin, by failing to disclose that a mandatory long-term animal carcinogenicity study (the “Rat Study”) suggested that lorcaserin causes cancer in rats.
This litigation began in September 2010, and on August 8, 2011, pursuant to the Private Securities Litigation Reform Act of 1995 (“PSLRA”), the Court consolidated seven class actions under the caption Schueneman v. Arena Pharmaceuticals, Inc., et al. 10-cv-1959 (S.D. Cal.), appointed Carl Schwartz as Lead Plaintiff (“Lead Plaintiff” or “Plaintiff”) for the proposed class, and approved Lead Plaintiff’s choice of the law firm Kaplan Fox & Kilsheimer LLP (“Kaplan Fox” or “Lead Counsel”) as Lead Counsel for Lead Plaintiff and the proposed class.
On November 1, 2011, Plaintiff filed a Consolidated Amended Class Action Complaint for Violations of the Federal Securities Laws (“FAC”). On December 20, 2011, Defendants moved to dismiss the FAC and Plaintiff opposed Defendants’ motion to dismiss. On March 28, 2013, the Court dismissed, without prejudice, the FAC for failure to adequately allege the scienter element of a Section 10(b) claim.
On May 13, 2013, Plaintiff filed the Second Consolidated Amended Class Action Complaint (“Complaint”). On June 14, 2013, Defendants filed a motion to dismiss the Complaint, arguing that Plaintiff failed to allege particularized facts sufficient to show that any challenged statement was false or misleading when it was made, that Arena’s forward-looking statements were protected by the Safe Harbor provisions of the PSLRA, and that the Complaint failed to plead specific facts establishing a strong inference of scienter. Plaintiff opposed Defendants’ motion to dismiss, arguing that the Complaint adequately alleged each element of the claims asserted. The Court held oral argument on Defendants’ motion to dismiss the Complaint on October 25, 2013.
On November 4, 2013, the Court dismissed the Complaint, again finding that it “fail[ed] to meet the Ninth Circuit’s pleading requirements for scienter” and essentially holding that the case involved a scientific dispute between Arena and the FDA regarding the safety of lorcaserin. The Court invited a proposed Third Amended Complaint (“TAC”) to give Plaintiff the opportunity to plead facts to “show this case to be about more than a difference of scientific opinion.” Plaintiff moved for leave to amend and submitted the TAC. On March 20, 2014, the Court denied leave to amend, finding that amendment would be futile. Final judgment was entered against Plaintiff on March 20, 2014.
Plaintiff appealed the Court’s dismissal with prejudice of the Complaint to the United States Court of Appeals for the Ninth Circuit (“Ninth Circuit”).
On October 26, 2016, the Ninth Circuit reversed the dismissal and remanded the matter to the district court. Schueneman v. Arena Pharms., Inc., 840 F.3d 698 (9th Cir. 2016).
After the Ninth Circuit reversed the dismissal of the Complaint, Defendants filed a Petition for Panel Rehearing and a suggestion for Rehearing En Banc. See Schueneman v. Arena Pharms, et al., No. 14-55633 (9th Cir.) (filed Nov. 23, 2016). On January 10, 2017, the Ninth Circuit denied Defendants’ motion for rehearing and rehearing en banc. Schueneman v. Arena Pharms, et al., No. 14-55633 (9th Cir.).
After the Action was remanded to the district court, on February 2, 2017, Defendants filed a Renewed Motion to Dismiss the Complaint that asserted that the Complaint failed to adequately allege falsity. On February 23, 2017, Plaintiff filed an opposition to Defendants’ renewed motion to dismiss. On April 28, 2017, the Court denied Defendants’ motion in its entirety.
On May 2, 2017, a Scheduling Order Regulating Discovery and Other Pre-Trial Proceedings was entered. On May 12, 2017, Defendants answered the Complaint, asserting 18 affirmative defenses.
Plaintiff served a comprehensive set of requests for production of documents (“RFPs”), and two sets of interrogatories. On May 26, 2017, Defendants responded to Plaintiff’s RFPs and on June 7 and 19, 2017, Defendants objected to and answered certain of Plaintiff’s interrogatories.
On May 18, 2017, Defendants served their First Set of RFPs and their First Set of Interrogatories on Plaintiff. On June 20, 2017, Plaintiff served Objections and Responses to Defendants’ First Set of RFPs and First Set of Interrogatories. On July 14, 2017, Plaintiff produced documents in response to Defendants’ First Set of RFPs.
Since May 2017, the parties have engaged in extensive discovery, including the production or review of millions of pages of documents, including Arena’s New Drug Application, Investigational New Drug Application, Arena’s correspondence file with the U.S. Food and Drug Administration, minutes and materials from the Company’s board of director’s meetings, as well as Documents and Electronically Stored Information from 16 Arena custodians. Plaintiff also served non-party subpoenas for documents on approximately 40 non-parties who collectively produced thousands of documents.
During the Action, the parties engaged the services of retired U.S. District Judge Layn R. Phillips to assist them in mediation. The parties engaged in a face-to-face mediation session on August 1, 2017. The parties were unable to settle the case. Following further arms-length negotiations by telephone and in writing with the assistance of Judge Phillips, Plaintiff and the Defendants accepted the mediator’s proposal and agreed to a settlement (the “Settlement”) of the Action.
The proposed Settlement would resolve all claims against Defendants.
|3.||What is a class action?|
In a class action under the federal securities laws, the Lead Plaintiff sues on behalf of numerous persons who have similar claims. The Lead Plaintiff acts as the representative of the class of similarly situated persons. All persons with similar claims constitute a Class, and each one is a Class Member. The Court will resolve the claims of all Settlement Class Members, except for those who properly exclude themselves from the Settlement Class.
|4.||Why is there a Settlement?|
The proposed Settlement is the result of arm’s-length negotiations, including a full day mediation on August 1, 2017 under the auspices of an experienced mediator. The Settlement allows Plaintiff and the Settlement Class to avoid the possibility that one or more of their claims would be rejected by the Court or the jury, and also avoids the risks and costs of a trial and possible appeals. Settlement Class Members who, in accordance with the Plan of Allocation, lost money will get some compensation.
Lead Counsel has investigated and litigated the claims since September 2010. At the time the Settlement was reached, Lead Counsel also had the benefit of a substantial amount of fact discovery provided by Defendants, as well as several non-parties. Lead Counsel also retained experienced financial experts and experts in toxicology and preclinical or animal studies to assist them.
If Plaintiff proceeded to trial, he faced the risk that the Defendants would prevail on the defenses they asserted and that Plaintiff would not win on any of the claims. Even if Plaintiff had won at trial, he may not get any more money than the $24 million that Arena has agreed to pay in the Settlement, and the Defendants would also be able to challenge the judgment through appeals.
As a result, and based upon their factual investigation, discovery conducted to date, consultation with experts and evaluation of the claims of the Settlement Class Members and defenses that Defendants asserted, Plaintiff and Lead Counsel believe that the Settlement is fair, reasonable and adequate, and in the best interests of the Class. The Settlement provides an immediate and certain recovery without incurring any additional risk. By settling, Plaintiff and the Settlement Class avoid the cost, uncertainty, and delay of continued litigation.
The Defendants believe the Settlement is fair because it allows the Defendants to avoid the cost and distraction of continued litigation and the risk of losing at trial or on appeal.
|5.||How do I know if I am a Settlement Class Member?|
Everyone who fits the following description is a Settlement Class Member:
all Persons who purchased Arena common stock between March 17, 2008 to January 27, 2011, inclusive, and were damaged thereby, excluding anyone named as a defendant in the Action including the Company; members of the immediate family of the Individual Defendants; Arena’s directors and officers; any entity in which any Defendant has a controlling interest; and the legal representatives, heirs, successor, and assigns of such excluded parties. Also excluded are those Persons who timely and validly request exclusion from the Settlement Class pursuant to the Notice.
|6.||Are there any exceptions to being included as a Settlement Class Member?|
Yes. As mentioned in the description in question 5, you are not a Settlement Class Member if any of the following applies to you:
|7.||I’m still not sure whether I’m included.|
If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator at (877) 981-9683 or you can fill out the claim form described in question 10, to see if you qualify. You can also contact Lead Counsel at the following address:
Jeffrey P. Campisi KAPLAN FOX & KILSHEIMER LLP 850 Third Avenue; 14th Floor New York, NY 10022 Phone: (212) 687-1980 or (800) 290-1952 Facsimile: (212) 687-7714 email@example.com www.kaplanfox.com
|8.||What does the Settlement provide?|
Arena will cause $12,025,000 to be paid into an escrow account that will earn interest for the benefit of the Settlement Class, and Arena will issue common stock with a value of $11,075,000 (Arena has the option to pay all or part of the Settlement Shares in cash at the time Arena is to issue the Settlement Shares) upon Final approval of the Settlement, for a total value of $24 million. The balance of this fund, after payment of Court-approved attorneys’ fees and expenses, any award to Plaintiff, taxes, and the costs of claims administration, including the costs of printing and mailing the Notice and the cost of publishing newspaper notice, will be divided among all Settlement Class Members who submit valid claim forms (also called Authorized Claimants). The amount of money you will receive depends on a number of factors, including the total number of other Settlement Class Members who submit valid Proof of Claim and Release forms. This is discussed further in question 9.
|9.||How much will my payment be?|
The Settlement Amount of $24 million, plus interest earned, minus the costs and expenses described in question 8, will be distributed on a pro rata basis to Authorized Claimants. If you are entitled to a payment, you will receive your pro rata share. The amount of your share of the Settlement Fund will depend on the number of valid and timely Proof of Claim and Release forms that Settlement Class Members send in, how many shares of Arena common stock you purchased during the Class Period, and when you bought and sold those shares. You should look at the Plan of Allocation section of the Notice that appears on pages 13 to 18 of the Notice for a description of the calculations to be made in computing the claims of the Authorized Claimants, that is, those investors who submit valid and timely Proof of Claim and Release forms establishing that they are Settlement Class Members.
Depending on the number of Authorized Claimants, and the number of eligible shares purchased by Authorized Claimants and when those shares were purchased and sold, the average distribution is estimated to be $0.13 per damaged share before deduction of the costs and Court-approved payments described under question 8.
Lead Counsel, without further notice to the Settlement Class, will apply to the Court for payment of the Claims Administrator’s fees and expenses incurred in sending the Notice, administering the Settlement and distributing the Settlement proceeds to the Authorized Claimants. These fees and expenses will be paid from the Settlement Fund and will reduce the amount available for distribution to Authorized Claimants. The same will be true of Court-awarded attorneys’ fees and expenses to Lead Counsel, and any Court award to Plaintiff. Lead Counsel’s request for attorneys’ fees and costs, and Lead Plaintiff’s award are discussed further at question 17.
|10.||How can I get a payment?|
To qualify for payment, you must timely send in a Proof of Claim and Release form that is received by the Claims Administrator. A Proof of Claim and Release form accompanies the Notice. Read the instructions carefully, fill out the form, include all the documents the form asks for, sign it, and mail it postmarked no later than April 13, 2018. Unless the Court orders otherwise, if you do not timely submit a Proof of Claim and Release, you will be barred from receiving any payments from the Net Settlement Fund, but will in all other respects be bound by the Final Judgment in the case.
|11.||When will I receive my payment?|
The Court will hold a hearing on April 12, 2018 to decide whether to approve the Settlement. If the Court approves the Settlement, there may be appeals. If there are any appeals, it is uncertain when these appeals will be resolved, and resolving them can take time, typically more than a year. The Claims Administrator will also need time to process the submitted claims before any distribution can be made to Authorized Claimants. The claims administration process is complicated and will take many months, even when there is no delay due to an appeal. Please be patient.
|12.||What am I giving up to get a payment and stay in the Settlement Class?|
If you are a member of the Settlement Class, unless you exclude yourself, you will give up and release any claims you might have against the Released Persons relating to any of the claims brought by Plaintiff, as described more fully below. It also means that all of the Court’s orders will apply to you and legally bind you. This will be true even if you do not submit or sign a Proof of Claim and Release form, unless you exclude yourself from the Settlement Class.
If the proposed Settlement is approved, the Court will enter a Final Judgment and Order of Dismissal with Prejudice. The Judgment will dismiss the Released Claims with prejudice as to all Released Persons. The Judgment will provide that all Settlement Class Members shall be deemed to have released and forever discharged all Released Claims against all Released Persons and that the Released Persons shall be deemed to have released and discharged all Settlement Class Members and counsel to the Plaintiff from all claims arising out of the prosecution and settlement of the Action or the Released Claims.
“Released Persons” means each and all of the Defendants and each and all of their Related Persons.
“Related Persons” means each of the Released Persons’ and their legal affiliates’ past or present directors, officers, employees, partners, insurers, co-insurers, reinsurers, principals, controlling shareholders, attorneys, accountants, auditors, investment advisors, personal or legal representatives, predecessors, successors, parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs, estates, related or affiliated entities, any entity in which a Released Person has a controlling interest, any members of an Individual Defendant’s immediate family, any trust of which an Individual Defendant is the settlor or which is for the benefit of an Individual Defendant and/or any member of an Individual Defendant’s immediate family, and any entity in which a Defendant and/or any member of an Individual Defendant’s immediate family has or have a controlling interest (directly or indirectly).
“Released Claims” means any and all claims, demands, rights, causes of action or liabilities of every nature and description whatsoever (including, but not limited to, any claims for damages, interest, attorneys’ fees, expert or consulting fees, and any other costs, expenses or liabilities whatsoever), whether based on federal, state, local, foreign, statutory or common law or any other law, rule, ordinance, administrative provision or regulation, including Unknown Claims as defined in ¶ 1.30 of the Stipulation, whether class or individual in nature, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, at law or in equity, matured or unmatured, concealed or hidden, suspected or unsuspected, which now exist or heretofore have existed, that were asserted or could have been asserted by Lead Plaintiff or any Settlement Class Member against the Released Persons based on, arising from or relating to both: (i) the purchase, acquisition, holding, disposition, or sale of Arena common stock during the Class Period; and (ii) the allegations, transactions, facts, matters, events, disclosures, registration statements, public filings, acts, occurrences, representations, statements, omissions or failures to act that occurred during the Class Period and that were or could have been alleged by Lead Plaintiff in the Action against the Released Persons based upon the facts alleged in the Complaint. Released Claims does not include claims to enforce the Settlement.
“Unknown Claims” means collectively any Released Claims which Lead Plaintiff or any Settlement Class Member do not know or suspect to exist in his, her or its favor at the time of the release of the Released Persons which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Persons, or might have affected his, her or its decision not to object to this Settlement or seek exclusion from the Settlement Class. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, Lead Plaintiff shall expressly waive and each of the Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived the provisions, rights, and benefits of California Civil Code §1542, which provides:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
Lead Plaintiff shall expressly waive and each of the Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have, expressly waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or any foreign country, or any principle of common law, which is similar, comparable or equivalent in substance to California Civil Code §1542. Lead Plaintiff and Settlement Class Members may hereafter discover facts in addition to or different from those which he, she or it now knows or believes to be true with respect to the subject matter of the Released Claims, but upon the Effective Date, each Settlement Class Member, and Lead Plaintiff expressly, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct which is negligent, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. Lead Plaintiff acknowledges, and the Settlement Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and a material element of the Settlement of which this release is a part.
If you do not want to be bound by the Judgment or recover money from the Settlement Fund, and instead want to keep any claims you may have and any right you may have to sue Defendants on your own about the legal issues in this case, then you must take steps to get out. This is called excluding yourself from – or opting out of – the Settlement Class.
Please note that there is a separate confidential supplemental agreement between Plaintiff and Arena (the “Side Letter”). If, as specified in the Side Letter, the number of shares of Arena common stock purchased during the Class Period by Settlement Class Members, but who request exclusion from the Settlement Class, exceeds the threshold(s) specified in the Side Letter, Arena will have the option to terminate this Settlement in accordance with the procedures set forth in the Side Letter.
|13.||How do I exclude myself from the Settlement?|
If you do not wish to be included in the Settlement Class and you do not wish to participate in the proposed Settlement described in the Notice, you may request to be excluded. To do so, you must submit a written request for exclusion that must be received on or before February 12, 2018 and must: (a) state the name, address, and telephone number of the Person(s) requesting exclusion; (b) identify the Person’s purchases (or acquisitions) and sales of Arena common stock made during the Class Period, including the dates of purchase, acquisition or sale, prices paid or received, and the number of shares of common stock purchased and/or sold; (c) include the Person’s signature; and (d) state that the Person wishes to be excluded from the Settlement Class. No request will be considered valid unless all of the information described above is included in the request. The request must be addressed as follows:
Arena Securities Litigation c/o GCG P.O. Box 10526 Dublin, Ohio 43017-0526
You cannot exclude yourself by phone or by e-mail.
If you ask to be excluded from the Settlement Class, you will not get any settlement payment. If you exclude yourself, you will not be legally bound by anything that happens in this lawsuit. You might be able to sue (or continue to sue) Arena and the other Defendants in the future about the claims in this lawsuit, but your claims may not be timely, valid, or you may not prevail on the merits.
|14.||If I don’t exclude myself, can I sue Defendants for the same things later?|
NO. Unless you exclude yourself, you give up any right to sue Defendants about the claims that this Settlement resolves. If you have a pending lawsuit, speak to your lawyer in that case immediately. You must exclude yourself from this Settlement Class to continue or file any lawsuit alleging the same claims as are alleged herein. Remember, the exclusion deadline is February 12, 2018. See also Question No. 12: “What am I giving up to get a payment or stay in the Settlement Class?”
|15.||If I exclude myself, can I get money from this Settlement?|
NO. If you exclude yourself, you will not be entitled to receive any money from the Settlement Fund. If you exclude yourself, do not send in a Proof of Claim and Release form to ask for any money.
|16.||Do I have a lawyer in this case?|
The Court appointed Kaplan Fox to represent Plaintiff and the Settlement Class Members. This law firm is called Lead Counsel. You will not be individually charged for these lawyers. If you want to be represented by your own lawyer, you may hire one at your own expense.
You can send any questions to Lead Counsel (contact information is set forth under question 7) or to the Claims Administrator at:
Arena Securities Litigation c/o GCG P.O. Box 10526 Dublin, Ohio 43017-0526 (877) 981-9683
|17.||How will the lawyers be paid?|
Lead Counsel will apply to the Court for attorneys’ fees not to exceed 30% of the Settlement Amount and for reimbursement of their out-of-pocket expenses not to exceed $350,000.00. In addition, Plaintiff may seek reimbursement in an amount not to exceed $25,000.00 for reasonable costs and expenses (including lost wages) in connection with his representation of the Settlement Class in accordance with 15 U.S.C. § 78u-4(a)(4). These payments, if approved, will reduce the amount to be divided among all Authorized Claimants by approximately $0.04 per damaged share. Such sums as may be approved by the Court will be paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or expenses.
The attorneys’ fees and expenses requested will be the only payment to Lead Counsel for their efforts in achieving this Settlement and for their risk in undertaking this representation on a wholly contingent basis. To date, Lead Counsel have not been paid anything for their services for conducting this litigation on behalf of the Plaintiff and the Settlement Class nor for their substantial out-of-pocket expenses. The Court may, however, award less than this amount in its discretion.
|18.||When and where will the Court decide whether to approve the Settlement?|
The Court will hold a hearing at 10:00 a.m. on April 12, 2018 before the Honorable Cathy Ann Bencivengo, United States District Judge, at the United States District Court for the Southern District of California, United States Courthouse – Courtroom 4C, 221 West Broadway, San Diego, CA 92101, (the “Final Settlement Approval Hearing”). At this hearing the Court will consider whether the Settlement, the Plan of Allocation, Lead Counsel’s Fee and Expense Application, and Plaintiff’s application for an award are fair, reasonable, and adequate. If there are objections, the Court will hear them. Any Settlement Class Member who has not previously submitted a request for exclusion from the Settlement Class may appear and be heard, to the extent allowed by the Court, to state any objections.
The Court may reschedule the Settlement Hearing at any time, so if you plan to attend or participate, you should check with the Clerk of the Court to know whether there have been any changes of the place, date and time for the hearing.
|19.||Do I have to come to the Settlement Hearing?|
NO. Lead Counsel will answer questions the Judge may have. But you are welcome to come at your own expense, and the Court will give you the opportunity to be heard. If you send a written objection, the Court will consider it. You don’t have to come to Court to talk about it. You may also pay your own lawyer to attend, but it is not necessary. Information about sending a written objection is provided in question 20.
If you or your representative intend to appear in person at the Final Settlement Approval Hearing but have not submitted a written objection postmarked by March 22, 2018 (as described in question 20), it is recommended that you give advance notice to Lead Counsel and/or counsel for Defendants of your intention to attend the hearing in order to object and the basis for your objection. You may contact them at the addresses provided in Section 9.14 of the Stipulation and Agreement of Settlement.
|20.||How do I tell the Court that I do not like the Settlement?|
If you are a Settlement Class Member and do not exclude yourself, you can object to the Settlement at the Final Settlement Approval Hearing if you do not like any part of it, including the terms and conditions of the Settlement, the Judgment to be entered approving the Settlement, the Plan of Allocation, the attorneys’ fees and expenses to be awarded to Lead Counsel, or the award to Plaintiff. Please note, however, that the Court can only approve or deny the Settlement; it cannot change the terms of the Settlement.
You can object in one of two ways: either (1) file a written objection with the Court, or (2) attend the Final Settlement Approval Hearing to object in person as described in Sections 18 and 19. You do not have to do both. If you do not either file a written objection on time, or attend the Final Settlement Approval Hearing to tell the Court about your objections, you cannot object to the Settlement later. Any objections you might have will be waived.
All written objections must be postmarked no later than March 22, 2018, to the Court at the address listed below. The written objection is a statement saying that you object to the Settlement in Schueneman v. Arena Pharmaceuticals, Inc., et al., 10-cv-1959-CAB (BLM). The objection should include: (a) the full name, address and telephone number of the objecting Settlement Class Member, (b) the number of shares of Arena common stock the Settlement Class Member purchased from March 17, 2008 through January 27, 2011; (c) documentation evidencing your purchases of Arena common stock during this time period such as account statements, brokerage confirmations, or other similar documentation; (d) the reasons for the objection; (e) copies of any papers and briefs upon which your objections are based; and (f) your signature, even if represented by counsel. The objection should also advise the Court if the objecting Settlement Class Member intends to appear at the Settlement Hearing, and if the objecting Settlement Class Member intends to appear at the Settlement Hearing through an attorney, the objection should also state the identity of all attorneys who will appear at the Final Settlement Approval Hearing.
Please send your objections to the Settlement to:
Clerk of the Court United States District Court Southern District of California 333 West Broadway, Suite 420 San Diego, CA 92101
You may also file your objection in person at the United States District Court for the Southern District of California at the address above.
You do not need to go to the Final Settlement Approval Hearing to have your written objection considered by the Court. However, if you intend to appear at the Final Settlement Approval Hearing through an attorney, you will be responsible for paying for your attorney’s costs and expenses.
|21.||What’s the difference between objecting and excluding?|
Objecting is simply telling the Court that you don’t like something about the Settlement, the Plan of Allocation, or the Fee and Expense Application, or award to Plaintiff. Excluding yourself is telling the Court that you don’t want to be part of the Settlement Class. If you exclude yourself, you have no basis to object because the Settlement no longer affects you.
If the Court approves the Settlement despite your objections, you are still bound by the Settlement.
|22.||What happens if I do nothing at all?|
If you do nothing, you will not receive any money from this Settlement, but the judgment of the Court will still be binding upon you. You must file a Proof of Claim and Release form to be eligible to receive anything from the Settlement. Also, unless you exclude yourself, you will be bound by the judgment and will have released the Released Claims against the Released Persons even if you do not file a Proof of Claim and Release. This means you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against the Defendants relating to the Released Claims.
|23.||Are there more details about the Settlement?|
The Notice summarizes the most important aspects of the proposed Settlement, but it is not a complete description of the Settlement. You can get a copy of the Stipulation and Agreement of Settlement by writing to Lead Counsel at the address stated under question 7.
You can also call the Claims Administrator at (877) 981-9683, contact it by mail at the address below, or use this website to find answers to common questions about the Settlement and obtain information about the status of the Settlement approval process.
Arena Securities Litigation c/o GCG P.O. Box 10526 Dublin, Ohio 43017-0526
You can also review a copy of the entire Stipulation and Agreement of Settlement and other documents filed in the Action during normal business hours at the office of the Clerk of the Court, United States District Court, Southern District of California, 333 West Broadway, Suite 420, San Diego, CA 92101 (refer to Case No. 10-cv-1959).