November 5, 2012 -- Proposed settlement in the BioForm Medical class action over alleged breach of fiduciary duties.
According to the Notice:

Why did I get this notice?

This Notice has been sent to you pursuant to an Order of the San Mateo County Superior Court (the Court ). The purpose of this Notice is to inform you of the proposed settlement (the Settlement ) of this class action litigation (the Class Action ) and of the hearing to be held by the Court to consider the fairness, reasonableness, and adequacy of the Settlement (the Final Approval Hearing ). This Notice describes the rights you may have in connection with the Settlement and what steps you may take in relation to the Settlement and this Class Action.

This Notice is not an expression of any opinion by the Court about the merits of any of the claims or defenses asserted by any party in the Class Action or the fairness or adequacy of the proposed Settlement.

What is this lawsuit about?

On January 4, 2010, BioForm Medical, Inc. ( BioForm ) and Merz GmbH & Co. KGaA ( Merz ) announced that they had entered into a merger agreement pursuant to which BioForm would become a wholly-owned subsidiary of Merz via a tender offer of $5.45 per share (the Transaction ). On January 13, 2010, the Class Action was filed as Civil Case No. 491204 in the Superior Court of California for San Mateo County (the Court ) on behalf of holders of BioForm common stock, and naming as defendants BioForm, Steven Basta, Dennis Condon, Martin Sutter, Timothy Lynch, Kevin Sidow, N.C. Joseph Lai, Christopher Dennis, and Jeffrey Nugent.

The Class Action alleges that the Transaction constituted a breach of the fiduciary duties owed to BioForm's former shareholders by the Defendants. The Defendants denied the allegations asserted in the Class Action and denied that they engaged in any wrongful conduct of any sort in connection with the Transaction. Class Counsel has conducted extensive discovery regarding the claims alleged in the Class Action.

Why did the parties agree to the proposed settlement?

The Parties have negotiated the terms of a Stipulation and Agreement of Compromise, Settlement, and Release (the Settlement Agreement ) in the Class Action, which is on file with the Court. The Settlement Agreement was only reached after arm's-length negotiations between the Parties, who were all represented by counsel with extensive experience and expertise in shareholder class action litigation. During the negotiations, all parties had a clear view of the strengths and weaknesses of their respective claims and defenses.

While Defendants have vigorously denied, and continue to deny, any wrongdoing or liability with respect to the claims, events and transactions complained of in the Class Action, Defendants have agreed to settle and compromise the Class Action on the terms hereinafter set forth in order to avoid the expense, risk, and inconvenience of a trial on the merits against Defendants and any subsequent appeals, and in order to put to rest and finally terminate the Class Action and all Settled Claims, as defined in the Settlement Agreement.

Based on a thorough analysis of applicable law and facts, and after taking into account the material benefits afforded to the Class through the instant settlement of this Class Action, and the risk, delay and expense of a trial on the merits against Defendants and any subsequent appeals, the Class Representative and Class Counsel have concluded that a settlement of the Class Action on the terms and conditions described herein is fair, reasonable, adequate, and in the best interests of all of the members of the Class.