SAN JOSE, California, December 21, 2021– (BUSINESS WIRE) –Super Micro Computer, Inc. (Nasdaq: SMCI), a global leader in high-performance, high-efficiency server and storage technologies and green computing, today provides the below notice regarding the alleged derivative lawsuit filed in U.S. District Court for the Northern District of California, subtitle Stein v. Liang, et al., Case No.3: 21-cv-03357-KAW.
TO: ALL CURRENT HOLDERS OF ORDINARY SHARES OF SUPER MICRO COMPUTER, INC.
PLEASE READ THIS NOTICE CAREFULLY AND COMPLETELY. YOUR RIGHTS MAY BE AFFECTED.
THIS NOTICE CONCERNS A PROPOSED VOLUNTARY TERMINATION OF A SHAREHOLDER DERIVATIVE ACTION AND AFFIRMED CLAIMS ON BEHALF OF SUPER MICRO COMPUTER, INC.
SUBJECT OF THE OPINION
This notice is given pursuant to an order of the United States District Court for the Northern District of California dated December 16, 2021, approving the form of this notice. The purpose of the Notice is to inform you that the plaintiff in the referred action wishes to voluntarily dismiss the case.
On May 5, 2021, plaintiff Shiva Stein (“Stein”) filed an alleged shareholder derivative complaint with the United States District Court for the Northern District of California, Case No. 21-cv-03357-JST (the “Stein Derivative Action”), against certain officers and directors of Super Micro Computer, Inc. (“Super Micro”) seeking relief on behalf of the nominal defendant Super Micro. The Stein Derivative Action alleges claims for breach of fiduciary duty, waste of company assets, unjust enrichment and contribution for violations of federal securities laws arising from allegations that officers and directors of the Company have caused the Company to publish false and misleading statements on the recognition of revenue and the effectiveness of its internal controls, did not adopt and implement effective internal controls and did not file various reports with it on time. the Securities and Exchange Commission.
A distinct, stylized action Barry v. Liang, et al., Case No. 20CV372190, was filed on October 27, 2020 in the California Superior Court in and for the County of Santa Clara (the “Barry Derivative Action”) and makes claims similar to those of the Derivative Action de Stein against substantially the same defendants and arises from similar factual allegations. Specifically, the amended complaint in the Barry Derivative Action purports to allege claims for breach of fiduciary duty, waste of company assets and unjust enrichment resulting from allegations that the officers and directors of the Company caused the Company to publish false and misleading statements about revenue recognition and the effectiveness of its internal controls, has failed to adopt and implement effective internal controls, and has failed to timely file various reports with the Securities and Exchange Commission. Unlike the Barry derivative action, the Stein derivative action further asserts a claim against the defendants Charles Liang, Wally Liaw and Howard Hideshima for contribution under Â§Â§10 (b) and 21D of the Securities Exchange Act. from 1934. The Barry derivative action remains pending and continues to be the subject of litigation.
On August 6, 2021, the defendants filed their motion to dismiss the Stein derivative action. After reviewing these motions, and in light of Barry’s similar derivative action, on September 29, 2021, the plaintiff Stein sought to voluntarily dismiss the Stein derivative action.
On October 27, 2021, the district court ordered that a notice of voluntary dismissal be provided to shareholders of Super Micro before the Stein derivative action could be dismissed. If no other Super Micro shareholder seeks to intervene in the Stein Derivative Share, the voluntary dismissal will be approved and the derivative of Stein The action will be dismissed with prejudice as to the plaintiff Stein only. The dismissal is without prejudice to the rights of other Super Micro shareholders, including the plaintiff in the pending Barry Derivatives action.
THE RIGHT TO INTERVENE IN STEIN’S DERIVATIVE ACTION
Any Super Micro shareholder may apply to act as an applicant in the Stein Derivative Share if they: (1) hold Super Micro shares; and (2) wishes to pursue the claims in the Stein derivative action or has a reason why the action should not be voluntarily dismissed. All motions to intervene must be filed with the clerk of the court no later than February 4, 2022. Each motion to intervene must contain: (1) the caption of the Stein derivative action; (2) the name, address and telephone number of the intervenor; (3) proof or attestation of the date on which the intervener purchased Super Micro shares; and (4) all supporting documents, including all documents and writings that the intervener wishes the Court to consider.
Any request for intervention must be filed with the tribunal de grande instance at:
Clerk of the Court
United States District Court for the Northern District of California
Phillip Burton Federal Building and United States Courthouse
450 Golden Gate Avenue, 16th Floor
San Francisco, CA 94102
A copy of any request to intervene must also be mailed to:
Stephen D. Hibbard
555 California Street, 26th Floor
San Francisco, CA 94104
Counsel for the defendants Super Micro Computer, Inc., Chiu-Chu Liu Liang, Hwei-Ming Tsai, Sherman Tuan, Michael S. McAndrews, Saria Tseng, Yih-Shyan Liaw and Laura Black
Daniel J. Bergeson
BERGESON, SENCRL / srl
111 N. Market Street, Suite 600
San JosÃ©, California 95113
Lawyer for the defendant Charles Liang
PAUL HASTINGS srl
515 Flower Street South, 25th Floor
Los Angeles, California 90071
Counsel for the defendant Howard Hideshima
Gustavo F. Bruckner
POMERANTZ LLP, LLP
600 Third Avenue
New York, New York 10016
Counsel for the Plaintiff Shiva Stein
Supermicro (NASDAQ: SMCI) is a global leader in end-to-end, application-optimized computing solutions. Founded and operating in San Jose, Calif., Supermicro is committed to delivering industry-leading innovation for enterprise, cloud, AI and 5G Telco / Edge IT infrastructure. We are emerging as a total IT solutions provider with server, AI, storage, IoT and switching systems, software and services while continuing to provide advanced motherboard, d high volume power supply and chassis. Products are designed and manufactured in-house (in the US, Taiwan, and the Netherlands) leveraging global operations for scale and efficiency and optimized to improve total cost of ownership and reduce impact environmental (green IT). The award-winning portfolio of Server Building Block SolutionsÂ® enables customers to optimize their exact workload and application by choosing from a broad family of systems built from our flexible and reusable building blocks that support a comprehensive set of form factors, processors, memory, GPU, storage, networking, power and cooling solutions (air conditioning, free air cooling or liquid cooling).
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