The Arbitrage Fund v. William Petty, et al., No. 2018-004061-CA-01 (Fla. 11th Cir. Ct.) (Exactech, Inc.)

On February 12, 2018, E&C filed a class action complaint on behalf of The Arbitrage Fund (“TAF” or the “plaintiff”) and similarly situated investors against Exactech, Inc. (“Exactech” or the “Company”) and related defendants in the Eleventh Judicial Circuit in and for Miami-Dade County, Florida (the “Court”).  The action alleges, among other things, that the defendants breached their fiduciary duties to Exactech’s public shareholders (the “Unaffiliated Shareholders”) by allowing Company insiders (the “Rollover Investors”) to exchange some of their shares in Exactech for equity in the post-transaction private company, an opportunity that was not offered or afforded to the Unaffiliated Shareholders.

After aggressive and protracted litigation efforts over a nearly four-year period since the inception of the action, which included the dismissal with prejudice of all claims, their subsequent revival on appeal, the certification of the Class and three interlocutory appeals, E&C achieved a Settlement that confers substantial benefits on the Class.  The Settlement creates a common fund in the amount of Five Million Six Hundred Thousand Dollars ($5,600,000.00).

On February 4, 2022, a Stipulation and Agreement of Compromise, Settlement and Release (“Stipulation”) was executed, which memorializes all the terms of the Settlement.  The Stipulation provides for, among other things, the release of all claims asserted in the action and other released claims against the defendants and other released persons.  Pursuant to the terms of the settlement, the plaintiff also agreed to drop the outside directors as defendants prior to judgment.

On February 20, 2022, the Court preliminarily approved the Settlement, after which Notices and Proofs of Claim were disseminated to potential Class members.  A settlement fairness hearing was conducted virtually on April 25, 2022, along with a hearing on the plaintiff’s unopposed motion to drop the outside directors as defendants prior to the entry of final judgment.  On April 27, 2022, the Court issued orders approving the settlement, plan of allocation and attorney’s fees and expenses, among other relief.

Class Members that submit proofs of claim are eligible to receive payment from the Common Fund, pro rata, for each share they held, in addition to the consideration they already received (those who exchanged their shares in the Merger already received $49.25 per share, and those who sold their shares prior to the Merger already received approximately that amount).

Additional information concerning the Settlement is available at:

Relevant documents in this matter can also be obtained using the following links:


Stipulation and Agreement of Compromise, Settlement and Release

Order: (1) Preliminarily Approving Settlement of Class Action; (2) Setting Settlement Fairness Hearing; and (3) Setting Hearing on Rule 1.250 Motion

Notice of Pendency and Proposed Settlement of Class Action and Motion for Attorneys’ Fees and Expenses

Proof of Claim and Release Form

Order Approving the Dropping of Party Defendants

Order and Final Judgment

Order Approving Plan of Allocation

Order Awarding Attorney’s Fees, Reimbursement of Litigation Expenses and a Service Award