SUNNYVALE, Calif., Feb. 11, 2016 — (PRNewswire) — Trimble (NASDAQ: TRMB) announced today the notice of hearing and proposed class action settlement below, giving notice of a hearing to consider approval of a settlement and related matters in connection with a class action complaint that challenged the change of control provisions in Trimble's credit agreement with JPMorgan Chase Bank. Under the proposed settlement, there would be no payments to individual stockholders, but Trimble and JPMorgan Chase Bank would be required to amend the change of control provisions in the credit agreement. The case is captioned Rachel Thompson, On Behalf of Herself and All Others Similarly Situated v. Trimble Navigation Limited, Steven W. Berglund, John B. Goodrich, Merit E. Janow, Ulf Johansson, Mark S. Peek, Nickolas W. Vande Steeg, Ron Nersesian, and JPMorgan Chase Bank, Case No. 1-15-cv-27798.

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Attorneys for Plaintiff Rachel Thompson

SUPERIOR COURT OF THE STATE OF CALIFORNIA

CITY AND COUNTY OF SANTA CLARA

TO: ALL PERSONS AND ENTITIES THAT HELD TRIMBLE NAVIGATION LIMITED ("TRIMBLE" OR THE "COMPANY") COMMON STOCK AS OF NOVEMBER 24, 2014. 

PLEASE NOTE THAT THIS ACTION IS A NON-MONETARY SETTLEMENT AND NO INDIVIDUAL STOCKHOLDER HAS THE RIGHT TO BE COMPENSATED AS A RESULT OF THIS SETTLEMENT.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED. THIS NOTICE IS NOT ANY EXPRESSION OF ANY OPINION BY THE COURT AS TO THE MERITS OF ANY CLAIMS OR DEFENSES IN THE ABOVE-CAPTIONED LAWSUIT.  THE STATEMENTS IN THIS NOTICE ARE NOT FINDINGS OF THE COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Superior Court of the State of California for the City and County of Santa Clara (the "Court"), that a proposed Settlement¹ has been reached as to claims asserted in a Class Action pending before the Court, captioned Rachel Thompson, On Behalf of Herself and All Others Similarly Situated v. Trimble Navigation Limited, Steven W. Berglund, John B. Goodrich, Merit E. Janow, Ulf Johansson, Mark S. Peek, Nickolas W. Vande Steeg, Ron Nersesian, and JPMorgan Chase Bank, Case No. 1-15-cv-277983 (the "Action"). The terms of the Settlement are summarized in this Notice and fully set forth in the Stipulation of Settlement dated as of October 6, 2015 (the "Stipulation").  

The Settlement will fully resolve the Action upon entry of an Order and Final Judgment by the Court and forever release, relinquish, and discharge the Released Claims against the Released Defendant Parties and any and all claims (including Unknown Claims) arising out of, relating to, or in connection with, the defense, settlement or resolution of the Action against the Released Defendant Parties. The Order and Final Judgment shall also fully, finally, and forever release, relinquish and discharge Plaintiff and Plaintiff's Counsel from all claims arising out of, relating to, or in connection with, the institution, prosecution, assertion, settlement or resolution of the Action or the Released Claims (including Unknown Claims). For a more detailed statement of the matters involved in the Action, the Settlement and the terms discussed in this Notice, the Stipulation may be inspected at the Office of the Clerk, Superior Court of the State of California for the City and County of Santa Clara, 191 North First Street, San Jose, California 95113-1090, during regular business hours of each business day. The Settlement will result in changes to the Company's credit agreements, not in payment to individuals. 

I. BACKGROUND OF THE ACTION

On November 24, 2014, Trimble entered into a credit agreement with JPMorgan Chase Bank ("JPMorgan") that provided for a five-year, $1.0 billion revolving loan facility (with a $50 million letter of credit sub-facility) maturing on November 24, 2019 (the "Agreement"). Under Section 1.01 of the Agreement, "Change of Control" is defined as, inter alia, "an event or series of events by which . . . during any period of 12 consecutive months, the majority of the board of directors of the Company fails to consist of Continuing Directors."  Under Section 1.01 of the Agreement, "Continuing Directors" means:

with respect to any Person as of any date of determination, any member of the board of directors of such Person who (a) was a member of such board of directors on the Closing Date, or (b) was nominated for election or elected to such board of directors with the approval of a majority of the Continuing Directors who were members of such board at the time of such nomination or election (other than any person whose initial nomination or election occurred as a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more members), in each case either by specific vote or by approval of a proxy statement issued by the Company on behalf of its entire board of directors in which such individual is named as a nominee for director.

(Emphasis added).

Under subsection (k) of Section 8.01 of the Agreement, a "Change of Control" constitutes a "Default", and under Section 8.02 if a "Default" occurs:

the Administrative Agent may, and at the request of the Required Lenders shall, terminate or suspend the obligations of the Lenders to make Loans hereunder and the obligation of the Issuing Banks to issue Letters of Credit hereunder, or declare the Obligations to be due and payable, or both, whereupon the Obligations shall become immediately due and payable, without presentment, demand, protest or notice of any kind, all of which the Borrowers expressly waive.

On March 12, 2015, Plaintiff Rachel Thompson ("Plaintiff") filed in the Superior Court of the State of California for the City and County of Santa Clara a Class Action Complaint that asserted claims on behalf of herself and a putative class of Trimble stockholders (the "Complaint"). The Complaint alleged, inter alia , that (i) defendants Steven W. Berglund , John B. Goodrich , Merit E. Janow, Ulf Johansson , Mark S. Peek , Nickolas W. Vande Steeg , and Ron Nersesian (collectively, the "Individual Defendants") wrongfully agreed to provisions in the Agreement that trigger the lenders' right to accelerate the debt if there is an election of a majority of directors whose initial nomination arose from an actual or threatened proxy contest (the "Dead Hand Proxy Put"); (ii) the Individual Defendants breached their fiduciary duties of loyalty and care when they did not obtain "extraordinarily valuable economic benefits" in exchange for agreeing to the Dead Hand Proxy Put provision as part of the Agreement; and (iii) JPMorgan aided and abetted said breach of fiduciary duties. Plaintiff sought, among other things, a permanent injunction barring enforcement of the Dead Hand Proxy Put provision.