Mindspeed Technologies, Inc. Stockholders Litigation Website
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Welcome to the Mindspeed Technologies, Inc. Stockholders Litigation Website

This website has been established to provide general information related to the Mindspeed Technologies, Inc.("Mindspeed"") Stockholders Litigation. 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 ("Stipulation") dated July 3, 2014. This Action is pending before the Court of Chancery of the State of Delaware.

If you were a Mindspeed Technologies, Inc. Stockholder between November 5, 2013 and December 18, 2013, this Class Action Settlement may affect your rights

On November 5, 2013, Mindspeed announced that it had entered into an Agreement and Plan of Merger with MACOM (the "Merger Agreement"), in which MACOM would acquire all of the outstanding shares of Mindspeed common stock at $5.05 per share in cash for each outstanding share of Mindspeed.

After the Merger was announced, six class actions lawsuits were filed in the Court, claiming that Mindspeed's Board of Directors (Raouf Y. Halim, Dwight W. Decker, Fared Adib, Robert J. Conrad, Michael T. Hayashi, Ming Louie, Thomas A. Madden, and Jerre L. Stead, collectively, the "Individual Defendants") breached their fiduciary duties to stockholders in connection with the Merger and that MACOM aided and abetted this breach. (Mindspeed, the Individual Defendants and MACOM together are called the "Defendants"). These actions were later consolidated into the Action. The stockholders who brought these cases are called the "Plaintiffs."

After arm's-length negotiations, counsel to the parties in the Action reached an agreement-in-principle concerning the proposed settlement of the Action. Those extensive negotiations and discussions led to the execution of a memorandum of understanding (the "MOU") on December 9, 2013. The MOU provided for an agreement-in-principle to settle the Action, subject to the approval of the Court and the completion of additional discovery. As part of the Settlement, Defendants agreed to provide additional information to Mindspeed stockholders (the "Supplemental Disclosures") before the close of the tender offer.

The Settlement requires Mindspeed to provide more information to stockholders about the Merger. Specifically, the Defendants agreed to provide, and did provide, additional information to stockholders in an amendment to the 14D-9, which was filed with the SEC on December 10, 2013, and is available at:


The Court will hold a hearing to decide if the Settlement will be approved. The Settlement Hearing will be held on September 23, 2014 at 2:00 p.m. in Kent County Courthouse, 38 The Green, Dover, Delaware, 19901. The Court will decide: (a) if certification of the Class should be made final; (b) determine whether Plaintiffs should be certified as class representatives and Plaintiffs' Counsel certified as class counsel; (c) determine whether the Settlement should be approved as fair, reasonable, adequate and in the best interests of the Class; (d) determine whether an Order and Final Judgment should be entered dismissing the Action with prejudice on the merits and releasing the Released Claims; (e) consider Plaintiffs' Counsel's application for an award of attorneys' fees and expenses; (f) hear and determine any objections to the Settlement or Plaintiffs' Counsel's application for an award of attorneys' fees and expenses; and (g) rule on such other matters as the Court may deem appropriate.

The Court reserves the right to change the date of the Settlement Hearing without further notice to the Class.

Although the information in this website is intended to assist you, it does not replace the information contained in the Notice of Pendency of Class Action, Proposed Settlement of Class Action and Settlement Hearing  ("Notice") and the Stipulation and Agreement of Compromise, Settlement and Release which can be found, and downloaded from this website, by clicking the Case Documents tab above. We recommend that you read the Notice and other relevant case documents carefully and in their entirety.