Lionbridge Technologies, Inc. Shareholder Litigation Website
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Welcome to the Lionbridge Technologies, Inc. Shareholder Litigation Website

This website has been established to provide general information related to the action entitled Laborers’ Local #231 Pension Fund v. Cowan, et al., Case No. 1:17-cv-00478-CFC, and is pending before the Honorable Judge Colm F. Connolly in the United States District Court for the District of Delaware (referred to as the “District Court”).

The Court has appointed Robbins Geller Rudman & Dowd LLP as Class Counsel for those Class Members who stay in the lawsuit.

What is this lawsuit about?

On April 27, 2017, an action entitled Laborers’ Local #231 Pension Fund v. Cowan, et al., Case No. 1:17-cv-00478- CFC was filed in the District Court. The District Court appointed Laborers’ Local #231 Pension Fund as Lead Plaintiff and then certified it as the Class Representative. Lead Plaintiff alleges in its Second Amended Complaint for Violation of the Federal Securities Laws, filed on May 11, 2018 (the “Complaint”) that the members of Lionbridge’s board of directors (Rory J. Cowan, Edward A. Blechschmidt, Michael G. Dallas, Guy L. de Chazal, Susan Jane Kantor, Paul A. Kavanaugh, Jack Noonan, James A. Quella and Claude P. Sheer, referred to as the “Director Defendants”) and certain of its officers (Chief Financial Officer Marc Litz, in addition to Chief Executive Officer Rory J. Cowan, referred to as the “Officer Defendants”), as well as H.I.G. Capital LLC and LBT Acquisition, Inc. (referred to as the “HIG Defendants,” and together with the Director Defendants and the Officer Defendants, “Defendants”) are liable because the proxy statement recommending the acquisition of Lionbridge by the HIG Defendants, which Defendants disseminated (and/or controlled a person who disseminated), materially misled Lionbridge shareholders in violation of §§14(a) and 20(a) of the Securities Exchange Act of 1934 and SEC Rule 14a-9 promulgated thereunder.

Defendants moved to dismiss Lead Plaintiff’s Complaint, and the District Court granted, in part, and denied, in part, that motion on July 2, 2018. The remaining issues in this action include whether or not the Defendants materially misled shareholders by representing in the proxy statement that Lionbridge’s directors considered the fairness opinion issued by their financial advisor to be a positive reason supporting the directors’ decision to approve the Merger, without disclosing to shareholders that the financial projections on which the financial advisor based that opinion did not reflect any future acquisitions and, if so, whether the members of the Class suffered damages as a result of that materially misleading proxy statement. Defendants deny all of the claims asserted in the action, and deny any liability to any members of the Class.

The District Court has not ruled on the merits of Lead Plaintiff’s claims or Defendants’ defenses. The litigation remains ongoing. Please note that the Notice of Pendency of Class Action ("Notice") does not describe all claims and defenses asserted by the parties. The section entitled “How Do I Find Out More About This Lawsuit?” describes the process by which you can obtain additional information.

If you held Lionbridge common stock as of the close of business on January 27, 2017 and were entitled to vote on the Merger, you may be a Class Member, and if so, this lawsuit will affect your legal rights to sue defendants now and in the future. Please read the entire Notice carefully to decide what to do.

On October 5, 2018, the District Court certified claims in this lawsuit for class action treatment to be pursued by Lead Plaintiff and Class Representative on behalf of all holders of Lionbridge common stock as of the close of business on the record date, January 27, 2017, who were entitled to vote on the Merger, and suffered loss as a result of Defendants’ violations of §§14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with the Merger. Excluded from the Class are Defendants, the officers and directors of Lionbridge at all relevant times, members of their immediate families and their legal representatives, heirs, successors, or assignees, and any entity in which Defendants have or had a controlling interest. The District Court’s order certifying the Class does not guarantee that Class Members will receive money or benefits; that will be decided later in the lawsuit. In certifying this case as a class action, the District Court made no decision as to the merits of Lead Plaintiff’s or the Class’s claims or Defendants’ defenses.

Please note that the District Court’s order certifying the Class may later be changed after the parties exchange evidence and the District Court rules on various legal matters. Unless the District Court rescinds its order certifying the Class, all orders of this District Court, whether favorable or not to the Class, will be binding on any Class Members who do not opt out or exclude themselves. See p. 3 for further discussion. This includes any judgments entered by the District Court, whether or not favorable to the Class, which will be binding on all Class Members who do not exclude themselves.

Additional Information

Although the information on this website is intended to assist you, it does not replace the information contained in the Notice.

Your Legal Rights and Options in This Settlement

Option 1. Do Nothing. Stay In The Lawsuit.

You have the right to stay in the lawsuit as a Class Member and await the outcome of the case. You need to do nothing if you wish to remain in this lawsuit. It will cost you nothing. If you decide to stay in the lawsuit as a Class Member, you will be bound by all orders, judgments, and decisions of the District Court whether favorable or unfavorable to you or the Class. At the end of the case, you may receive money or other benefits as may be awarded as a result of a trial or as a result of a settlement reached between Lead Plaintiff and Defendants, or you may receive nothing. You do not need to do anything to keep open the possibility of getting money or benefits from the lawsuit.

If you stay in the case, Lead Plaintiff will pursue the claims and remedies on your behalf. There is no guarantee that Lead Plaintiff will be successful with its claims and/or win the lawsuit at trial or earlier or later. If the Class is awarded money or benefits, you will be notified about how to make a claim for your share, if any.

Option 2. Exclude Yourself From The Lawsuit.

Alternatively, you have the right to not be part of this lawsuit by excluding yourself or “opting out” of the Class. If you wish to exclude yourself, you must do so on or before January 24, 2019, as described below. If you exclude yourself from the Class, you give up your right to receive any money or other benefits awarded in this case, and you will not be bound by any judgments or other orders of the District Court whether favorable or unfavorable to you and/or the Class. Additionally, if you exclude yourself from the Class, you will keep your rights, if any, to sue Defendants separately in another lawsuit and bring the same legal claims that are part of this lawsuit. If you wish to pursue your own lawsuit, you will need to exclude yourself and hire and pay your own lawyer. If you choose this option, you should be aware that your claims may be subject to a statute of limitations which sets a deadline for filing the lawsuit within a certain period of time.

More information on how to exclude yourself can be found in the Notice.