AMENDED STIPULATION & [PROPOSED] ORDER

CASE NO. 3:16-CV-07400-VC

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Rosemary M. Rivas (SBN 209147)

E-mail address: rrivas@finkelsteinthompson.com

LEVI & KORSINSKY LLP

44 Montgomery Street, Suite 650

San Francisco, California 94104

Telephone: (415) 291-2420

Attorneys for Individual and Representative

Plaintiff Kevin Nygren and the 

Proposed Class

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

KEVIN NYGREN, on behalf of himself

and all others similarly situated,

Plaintiff,

vs.

APPLIED MICRO CIRCUITS CORPORATION, 

CESAR CESARATTO, PAUL R. GRAY, FRED 

SHLAPAK, ROBERT F. SPROULL, DUSTON 

WILLIAMS, PARAMESH GOPI, and 

CHRISTOPHER ZEPF,

Defendants.

 Case No. 3:16-cv-07400-VC

AMENDED STIPULATION AND 

[PROPOSED] ORDER CONCERNING 

PLAINTIFF’S VOLUNTARY DISMISSAL 

OF THE ABOVE ACTION WITH 

PREJUDICE AS TO PLAINTIFF ONLY AND 

PLAINTIFF’S COUNSEL’S ANTICIPATED 

APPLICATION FOR AN AWARD OF 

ATTORNEYS’ FEES AND EXPENSES

Judge: Honorable Vince Chhabria

Courtroom: 4 – 17th Floor

 

 
AMENDED STIPULATION & [PROPOSED] ORDER

CASE NO. 3:16-CV-07400-VC

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

WHEREAS, on November 21, 2016, Applied Micro Circuits Corporation (“Applied Micro” or 

the “Company”) and MACOM Technology Solutions Holdings, Inc. (“MACOM”) announced that they 

had entered into an Agreement and Plan of Merger and Reorganization, dated as of November 21, 2016 

(the “Merger Agreement”), among Applied Micro, MACOM, MACOM’s wholly-owned subsidiary 

Montana Merger Sub I, Inc. (“Purchaser”) and MACOM’s wholly-owned subsidiary MACOM 

Connectivity Solutions, LLC (f/k/a Montana Merger Sub II, LLC) (“Merger Sub Two”), pursuant to 

which Purchaser would commence an exchange offer to acquire all of the outstanding shares of Applied 

Micro in exchange for $3.25 in cash and 0.1089 shares of MACOM common stock per share of Applied 

Micro common stock (the “Offer”), and following the consummation of the Offer, Purchaser would 

merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as 

a wholly-owned subsidiary of MACOM, and immediately following the First Merger, the Company, as 

the surviving company of the First Merger, would merge with and into Merger Sub Two (the “Second 

Merger”), with Merger Sub Two surviving the Second Merger as a wholly-owned subsidiary of 

MACOM (the “Proposed Transaction”); 

WHEREAS, on December 23, 2016, MACOM, through Purchaser, commenced the Offer. In 

connection with the commencement of the Offer, on December 21, 2016, the Company filed a 

Solicitation/Recommendation Statement on Schedule 14D-9 (together with any subsequent amendments 

and supplements thereto, the “Recommendation Statement”) with the U.S. Securities and Exchange 

Commission (the “SEC”). Among other things, the Recommendation Statement (i) summarized the 

Merger Agreement, (ii) provided an account of the events leading up to the execution of the Merger 

Agreement, (iii) stated that Applied Micro’s board of directors had determined that the terms of the 

Merger Agreement and the transactions contemplated by the Merger Agreement were fair to and in the 

best interests of Applied Micro and Applied Micro’s stockholders and unanimously recommended that 
AMENDED STIPULATION & [PROPOSED] ORDER

CASE NO. 3:16-CV-07400-VC

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

Applied Micro’s stockholders accept the Offer and tender their shares in the Offer, and (iv) summarized 

the valuation analyses and fairness opinion of each of Morgan Stanley & Co. LLC (“Morgan Stanley”) 

and Needham & Company (“Needham”), the financial advisors to Applied Micro’s board of directors 

and the Company;

WHEREAS, on December 29, 2016, plaintiff Kevin Nygren (“Plaintiff”) filed a purported class 

action lawsuit in the District Court for the Northern District of California, on behalf of himself and other 

public stockholders of Applied Micro, challenging the adequacy of the disclosures made in the 

Recommendation Statement, captioned: Nygren v. Applied Micro Circuits Corporation, et al., Case No. 

3:16-cv-07400 (the “Nygren Action”);

WHEREAS, this lawsuit alleged, among other things, that Defendants Applied Micro, Cesar 

Cesaratto, Paul R. Gray, Fred Shlapak, Robert F. Sproull, Duston Williams, Paramesh Gopi, and 

Christopher Zepf (collectively, the “Defendants”) committed disclosure violations under Sections 

14(d)(4), 14(e) and 20(a) of the Securities and Exchange Act of 1934 (the “Exchange Act”), and Rule 

14d-9 promulgated thereunder;

WHEREAS, on January 9, 2017, Plaintiff filed a Notice of Ex Parte Motion and Ex Parte Motion 

for a Temporary Restraining Order enjoining the closing of the tender offer until Defendants cured the 

alleged disclosure violations;

WHEREAS, on January 11, 2017, the Court entered an order directing Defendants to file a 

response to Plaintiff’s Ex Parte Motion by January 16, 2017, 

WHEREAS, on January 13, 2017, the Court entered an order extending Defendants’ deadline to 

file a response to January 17, 2017;
AMENDED STIPULATION & [PROPOSED] ORDER

CASE NO. 3:16-CV-07400-VC

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

WHEREAS, on January 17, 2017, Applied Micro filed an amendment to the Recommendation 

Statement on Schedule 14D-9/A with the SEC, disclosing additional information to shareholders (the 

“Supplemental Disclosure”);

WHEREAS, Plaintiff believes that the information contained in the Supplemental Disclosures

addresses the alleged omissions set forth in his complaint;

WHEREAS, on January 17, 2017, Plaintiff withdrew his Ex Parte Motion for a Temporary 

Restraining Order;

WHEREAS, Plaintiff has concluded that, as a result of the filing of the Supplemental 

Disclosures, the claims related to the Proposed Transaction identified in the complaint have become 

moot; and

WHEREAS, on January 26, 2017, MACOM completed its acquisition of Applied Micro, and the 

Proposed Transaction was consummated; 

IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned 

attorneys for the respective parties:

1. Plaintiff hereby agrees to voluntarily dismiss this Action with prejudice as to himself 

only, and without prejudice as to all other members of the putative class;

2. Plaintiff asserts that the prosecution of the Action caused Defendants to reveal new, 

material information in the Supplemental Disclosures, and intends to file a motion seeking an attorneys’ 

fee and expense award in connection with the common benefit provided to Applied Micro’s 

stockholders as a result of the filing of the Supplemental Disclosures;

3. Defendants deny that the information contained in the Supplemental Disclosures 

constitutes information material to a shareholder’s evaluation of the Proposed Transaction or 

understanding of the Recommendation Statement;
AMENDED STIPULATION & [PROPOSED] ORDER

CASE NO. 3:16-CV-07400-VC

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

4. Defendants reserve the right to oppose Plaintiff’s anticipated petition for an award of 

attorneys’ fees and expenses;

4. This Court retains continuing jurisdiction over the parties in this Action solely for 

purposes of further proceedings related to the adjudication of Plaintiff’s anticipated application for an 

award of attorneys’ fees and expenses. 

5. Plaintiff shall file his petition for an award of attorneys’ fees and expenses by no later 

than April 14, 2017.

DATED: March 7, 2017 LEVI & KORSINSKY LLP

By: /s/ Rosemary M. Rivas

 Rosemary M. Rivas

Counsel for Plaintiff

DATED: March 7, 2017 ROPES & GRAY LLP 

By: /s/ Richard L. Gallagher 

Richard L. Gallagher, Jr.

Counsel for Defendants

FILER’S ATTESTATION

Pursuant to Civil Local Rule 5-1 regarding signatures, I attest under penalty of perjury that the 

concurrence in the filing of this document has been obtained from all signatories.

/s/ Rosemary M. Rivas 

Rosemary M. Rivas
AMENDED STIPULATION & [PROPOSED] ORDER

CASE NO. 3:16-CV-07400-VC

1

2

3

4

5

6

7

8

9

10

11

12

13

14

15

16

17

18

19

20

21

22

23

24

25

26

27

28

[PROPOSED] ORDER

Based on the foregoing stipulation and good cause being shown, the Court hereby GRANTS the 

parties’ Stipulation. The Court hereby orders as follows:

1. The Action is hereby dismissed with prejudice as to Plaintiff only, and without 

prejudice as to any other member of the putative class.

2. This Court retains continuing jurisdiction over the parties in the Action solely for 

purposes of further proceedings related to the adjudication of Plaintiff’s 

anticipated application for an award of attorneys’ fees and expenses. 

3. Plaintiff shall file his petition for an award of attorneys’ fees and expenses by no 

later than April 14, 2017.

IT IS SO ORDERED.

Date:_____________ ________________________________________

 HON. VINCE CHHABRIA

 United States District Court Judge