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  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview
  • SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC SECURITIES/INVESTMENT document preview 
						
                                
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                                IPM

SUPERIOR COURT OF CALIFORNIA
COUNTY OF SAN FRANCISCO

Document Scanning Lead Sheet
Jun-10-2016 1:44 pm

Case Number: CGC-15-544770
Filing Date: Jun-09-2016 1:42
Filed by: DANIAL LEMIRE
Image: 05432285
ORDER

SEAN DEBOTTE VS. KING DIGITAL ENTERTAINMENT PLC

001005432285

Instructions:
Please place this sheet on top of the document to be scanned.San Francisco County Superior Court

JUN 9 - 2016
SCOTT+SCOTT, ATTORNEYS AT LAW, LLP
JOHN T. JASNOCH CLE NG COURT
707 Broadway, Suite 1000 BY:
San Diego, CA 92101 Deputy Clerk
Telephone: 619/233-4565

619/233-0508 (FAX) ---- ,
jjasnoch@scott-scott.com eee awwn. se

-and-

GEOFFREY M. JOHNSON (pro hac vice)
SCOTT+SCOTT, ATTORNEYS AT LAW, LLP
12434 Cedar Road, Suite 12

Cleveland Heights, OH 44106

Telephone: 216/229-6088
gjohnson@scott-scott.com

Attorneys for Plaintiffs
[Additional Counsel in Signature Blocks]
SUPERIOR COURT OF THE STATE OF CALIFORNIA.
COUNTY OF SAN FRANCISCO

IN RE KING DIGITAL ENTERTAINMENT ,| Lead Case No.: CGC-15-544770
ple SHAREHOLDER LITIGATION
CLASS ACTION
REVISED STIPULATION AND
ED] ORDER CERTIFYING
This Document Relates To: SECTION 11 CLASS AND DISMISSING
ALL ACTIONS. SECTION 12 CLAIM

REVISED STIP. AND (PRQBOSED] ORDER ce \ . LEAD CASE NO.: CGC-15-544770

elPursuant to the Court’s April 21, 2016 Further Order Re Stipulated Certification, this
revised stipulation is entered into by and among: (i) Plaintiffs; (ii) defendants King Digital
Entertainment ple (“King” or the “Company”), Hope Cochran, Robert S. Cohn, and E. Stanton
McKee (collectively with King, the “King Defendants”); and (iii) J.P Morgan Securities LLC,
Credit Suisse Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Barclays Capital Inc., Deutsche Bank Securities Inc., RBC Capital Markets, LLC, BMO Capital
Markets Corp., Cowen and Company, LLC, Pacific Crest Securities LLC, Piper Jaffray & Co.,
Stifel, Nicolaus & Company, Incorporated, Wedbush Securities Inc. and Raine Securities LLC
(the “Underwriter Defendants”) (together with the King Defendants, “Defendants”).

WHEREAS, on October 23, 2015, Plaintiffs filed a Second Amended Consolidated Class
Action Complaint (“SACC”) asserting claims for violations of Section 11 of the Securities Act of|

1933 (the “Securities Act”), 15 U.S.C. §77k, against all Defendants (the “Section 11 claim”), and

violations of Section 15 of the Securities Act, 15 U.S.C. §770, against the King Defendants (the
“Section 15 claim”);

WHEREAS, in the SACC, Plaintiff City of Taylor Police and Fire Retirement System
(“City of Taylor”) also asserted a.claim for violation of Section 12(a)(2) of the Securities Act, 15
U.S.C. §77\(a)(2), against Defendants King, Cochran, and the Underwriter Defendants (the
“Section 12(a)(2) claim”);

WHEREAS, on November 12, 2015 Defendants King, Cochran and the Underwriter
Defendants demurred to the Section 12(a)(2) claim in the SACC;

WHEREAS, on December 18, 2015, the Court overruled the demurrer filed by Defendants
King and Cochran to the Section 12(a)(2) claim, but sustained the Underwriter Defendants’
demurrer to that claim with prejudice;

WHEREAS, on February 2, 2016, Plaintiffs filed a motion for class certification;

WHEREAS, over the past several months, the parties have been engaged in discovery
relating to class certification and other topics, including Plaintiffs’ production of documents,
responses to written discovery and interrogatories, the depositions of each of the four Plaintiffs

seeking appointment as class representatives, and the production of documents by and deposition

REVISED STIP. AND [PROPOSED] ORDER 1 CASE NO.: CGC-15-544770oC me YN DAH PB WN HY

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of City of Taylor’s outside investment advisor, Fred Alger Management, Inc.;

WHEREAS, as a result of that discovery, the parties have conferred regarding various
issues relating to class certification, as well as the remaining Section 12(a)(2) claim asserted by
City of Taylor against King and Ms. Cochran, in an effort to determine whether it might be
possible to avoid needless motion practice and streamline proceedings in this action;

WHEREAS, the parties have acknowledged Defendants’ assertion that unregistered King
ordinary shares entered the market following expiration of certain “lock-up” agreements on
September 22, 2014, and that Defendants assert such shares are not issued or traceable to the
Registration Statement associated with King’s initial public offering;

WHEREAS, in light of discovery, the expiration of certain “lock-up” agreements on
September 22, 2014, and Defendants’ contentions associated therewith, and the parties’ conferral
in good faith regarding means to proceed in this action in a manner that avoids unnecessary
expenditure of judicial and litigant resources, the parties have determined that stipulating to
certification of a Section 11 class, encompassing purchasers who acquired King shares from the
date of the Company’s initial public offering on March 26, 2014, to September 22, 2014, and who
sold those shares at a loss, subject to the conditions below, is appropriate and will eliminate the
need for further proceedings relating to class certification;

WHEREAS, for the reasons stated herein and given the parties’ agreement to stipulate to
class certification, Plaintiffs have agreed that the second cause of action (for alleged violations of
Section 12(a)(2)) asserted against King and Ms. Cochran should be voluntarily dismissed with
prejudice as to City of Taylor and the other Plaintiffs, and without prejudice as to other
shareholders. The parties acknowledge that the Section 12(a)(2) claim was brought in good faith
and not in violation of Sections 128.5 or 128.7 of the California Code of Civil Procedure, subject
to the terms and conditions in this Stipulation and the Court’s approval hereof;

WHEREAS, on March 30, 2016, the Parties submitted a stipulation to certify Plaintiffs’
Section 11 claim and voluntarily dismiss the Section 12(a)(2) claim.

WHEREAS, on April 21, 2016, the Court held a conference call with the parties and

REVISED STIP. AND [PROPOSED] ORDER LEAD CASE NO.: CGC-15-544770issued an order requesting additional information to be submitted by May 5, 2016.

WHEREAS, contemporaneously with the filing of this Revised Stipulation, Plaintiffs have
submitted supplemental information in response to the Court’s April 21, 2016 Order;

WHEREAS, by entering into this Stipulation, the parties will conserve resources and
promote judicial economy that would otherwise relate to the subject matters hereof;

WHEREAS, if this Stipulation is approved by the Court, it will be unnecessary for
Defendants to submit their opposition to class certification, or for Plaintiffs to reply to such
opposition, and the parties agree that (subject to Court approval) the class certification hearing
scheduled for May 20, 2016, can be vacated in lieu of a status conference with the Court on the
status of discovery and alternative dispute resolution;

WHEREAS, nothing in this Stipulation is designed to or has the effect of altering the
provisions of the Securities Act in any way;

THEREFORE, IT IS HEREBY STIPULATED by the Parties, through their counsel of|
record, and subject to approval by the Court, as follows:

1. This action should be certified to proceed as a class action pursuant to Section 382 of
the California Code of Civil Procedure and Rule 3.764 of the California Rules of Court as to the
Section 11 and 15 claims on behalf of all persons and entities who purchased King ordinary
shares from March 26, 2014, to September 22, 2014, and who sold those shares at a loss (the
“Class”). Excluded from the Class are each of the Defendants, past and current officers and
directors of King and the Underwriter Defendants and any of their affiliates, the members of their
immediate families, and any entity in which any Defendant has or had a controlling interest, and
the legal representatives, heirs, successors, or assigns of any such excluded party.

2. Plaintiffs Sean Debotte, Michael M. Nunes, Theodore Eyking and City of Taylor
should be appointed as representatives of the Class.

3. Robbins Geller Rudman & Dowd LLP and Scott+Scott, Attorneys at Law, LLP
should be designated as Co-Lead Counsel for the Class.

4. The second cause of action, for alleged violations of Section 12(a)(2) against King

w

REVISED STIP. AND [PROPOSED] ORDER LEAD CASE NO.: CGC-15-544770to

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and: Ms.. Cochran, shall berdismissed in:its:entirety with prejudice as-to City of Taylor and: the

other Plaintiffs,, anid -without® prejudice. as to all ‘other King shareholders. Such ‘claim thas.

‘previously been dismissed by the

DATED: May, 2016:

Attorneys:for Plaintiffs, specifically Sean Debotté
and Michael M. Nunes, and theClass:

Dated: May 5, 2016 ROBBINS GELLER ROEMAD # DOWD LLP
By apes
oni by, [as

61931-7423 (fax)
JamesJ@rgtdlaw.com

SHAWN A. WILLIAMS

One Montgomery Street, Suite 1800
San Francisco; .CA 94104
Telephone: 415/288-4545
415/288-4534 (fax),
shawn@rgrdlaw.com,

Attorneys for Plaintiffs, City of Taylor Police and’
Fire Retirement System, and the Class

REVISED STIP. AND [PROPOSED] ORDER

LEAD CASE NO.:.CGC=15-544770 |oe ND HW BF WN

n= sS

BOTTINI & BOTTINI, INC.
FRANCIS A. BOTTINI, JR.
ALBERT Y. CHANG

YURY A. KOLESNIKOV

7817 Ivanhoe Avenue, Suite 102
La Jolla, CA 92037

Telephone: 858/914-2001
858/914-2002 (fax)

ABRAHAM, FRUCHTER & TWERSKY, LLP
IAN D. BERG

TAKEO A. KELLAR

11622 El Camino Real, Suite 100

San Diego, CA 92130

Telephone: 858/764-2580

858/764-2582 (fax)

GLANCY PRONGAY & MURRAY LLP
LIONEL Z. GLANCY

ROBERT V. PRONGAY

CASEY E. SADLER

1925 Century Park East, Suite 2100

Los Angeles, CA 90067

Telephone: 310/201-9150

310/201-9160 (fax)

THE ROSEN LAW FIRM P.A.
LAWRENCE ROSEN

355 South Grand Avenue, Suite 2450
Los Angeles CA 90071

Telephone: 213/785-2610
213/226-4684 (fax)

Executive Committee Members

VANOVERBEKE MICHAUD & TIMMONY, P.C.
THOMAS C. MICHAUD

79 Alfred Street

Detroit, MI 48201

Telephone: 313/578-1200

313/578-1201 (fax)

Additional Counsel for Plaintiff City of Taylor
Police and Fire Retirement System

REVISED STIP. AND [PROPOSED] ORDER

LEAD CASE NO.: CGC-15-544770DATED: wai?) 20

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DATED: May 7 2016

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FENWICK @WESTLLP

Telephone:
415/281-1351 fax)

Ine:, Di
Capital Markets, LLC, BMO Capital
‘owen:and Company, LL
LLG, Piper Jaffray & Co.
Nicolaus &. Company, Incorporated, Weilbush
Securitiés: Ine. and Raine Securities. ‘LLC

‘REVISED'STIP. AND [PROPOSED] ORDER

LEAD CASE NO.: CGC-15-544770PROPOSED eo.
Pursuant to the foregoing Revised Stipulatiotf, IT IS HEREBY ORDERED THAT:

1. This action is certified to proceed as a class action pursuant to Section 382 of the
California Code of Civil Procedure and Rule 3.764 of the California Rules of Court as to the
Section 11 and 15 claims on behalf of all persons and entities who purchased King ordinary
shares from March 26, 2014, to September 22, 2014, and who sold those shares at a loss (the
“Class”). Excluded from the Class are each of the Defendants, past and current officers and
directors of King and the Underwriter Defendants and any of their affiliates, the members of their
immediate families, and any entity in which any Defendant has or had a controlling interest, and
the legal representatives, heirs, successors, or assigns of any such excluded party.

2. Plaintiffs Sean Debotte, Michael M. Nunes, Theodore Eyking and City of Taylor
Police and Fire Retirement System are appointed as representatives of the Class.

3. Robbins Geller Rudman & Dowd LLP and Scott+Scott, Attorneys at Law, LLP are
designated as Co-Lead Counsel for the Class.

4, The Section 12(a)(2) cause of action against King and Ms. Cochran is hereby
dismissed in its entirety with prejudice as to City of Taylor Police and Fire Retirement System
and the other Plaintiffs, and dismissed without prejudice as to all other King shareholders.

5. Defendants need not file an opposition to Plaintiffs’ class certification motion, and
the May 20, 2016, hearing on that motion is vacated in lieu of a status conference with the Court

fe 1 . . +
on the status of discovery and alternative dispute resolution.

—~tT

EV The Honorable Curtis E.A. Karnow
® (N padcfen ' Judge of the Superior Court

REVISED STIP. AND [PROPOSED} ORDER LEAD CASE NO.: CGC-15-544770