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In April 2011, a class action was commenced in the Ontario Superior Court of Justice in relation to the take-over bid for the securities of Baffinland Iron Mines Corporation completed in February of 2011.  Siskinds LLP represents the Class.

The class action alleged that the documents provided to Baffinland’s securityholders in respect of the take-over bid omitted or misstated information material to the assessment of the bid, and sought damages or rescission of the transaction.

The class action has settled and is now in claims administration.

Developments

Proposed Settlement and Claims Process 

A settlement has been reached in the class action.  The settlement provides for the payment by the defendants of the total amount of CAD$6,500,000 to resolve all claims.  The settlement is a compromise of disputed claims and is not an admission of liability or wrongdoing by Baffinland or any of the other defendants.

The settlement has received final approval from the Ontario Court.

The Court has appointed Epiq Class Action Services Canada Inc. as the Administrator of the settlement.  To be eligible for compensation, Class Members must submit a completed Claim Form to the Administrator by no later than 11:59pm Toronto (Eastern) time on December 25, 2019.  If you do not file a claim by this deadline, you may not be able to claim a portion of the settlement and your claim will be extinguished.

The period to opt-out of the class action has now expired.

You can contact the Administrator at: 

Baffinland Iron Mines Corporation Securities Class Action Settlement Administrator
c/o Epiq Class Action Services Canada Inc.
Nelson P.O. Box 20187 – 322 Rideau Street
Ottawa ON K1N 5Y5
Email: info@baffinlandclassactionsettlement.ca
Telephone: 1-833-414-8044
Fax: 1-866-262-0816
Website: www.baffinlandclassactionsettlement.ca

History of the Litigation

On May 18, 2018, the Ontario Superior Court of Justice certified the action as a class proceeding. You can view a copy of the Court’s decision here. The Defendants sought leave to appeal the certification decision, but leave to appeal was refused on September 11, 2018.

The Defendants brought a motion to strike the plaintiffs’ Statement of Claim and dismiss the action. The motion was heard on December 15, 16, and 17, 2014 and January 5, 2015. The Court released its decision on July 30, 2015. A copy of the July 30, 2015 Order can be found by clicking here, the Court’s Reasons for Decision can be found by clicking here. The Court ordered that the motions to dismiss all of the plaintiffs’ claims was dismissed. However in very detailed reasons directed at specific paragraphs of the of the Statement of Claim, the Court determined that the Ontario Securities Act claims of the proposed representative plaintiff who tendered his Baffinland shares to  take-over bid were properly pleaded; while the Ontario Securities Act claims of the proposed representative plaintiffs who sold their Baffinland securities in the secondary market during the currency of the take-over bid were struck out. Regarding the Ontario Securities Act claims against the offerors and their directors which were not struck out, the Order required the remaining proposed representative plaintiff to elect between claims against the corporate offerors and the individual directors of the corporate offerors. If the proposed representative plaintiff elects to proceed against the corporate offerors, the order also provides that he must elect between the type of remedy sought–rescission or damages. Otherwise, the Statement of Claim remains intact subject to leave to amend specific pleaded paragraphs. The proposed representative plaintiffs are appealing two aspects of the Order: (i) the dismissal of Ontario Securities Act claims of the representative plaintiffs who sold their shares in the secondary market during the currency of the bid; and (ii) the requirement that there be an election as to whom to sue among the offerors – corporate or individual. That appeal was heard by the Court of Appeal for Ontario on Wednesday May 4, 2016. The Court of Appeal released reasons for its decision on August 17, 2016. A copy of those reasons can be reviewed here.

FAQs

Who is affected by this class action?

You are affected by this class action and a member of the proposed class if you tendered securities of Baffinland to the take-over bids made by ArcelorMittal S.A. and Nunavut Iron Ore Acquisition Inc. and their affiliated entities, or otherwise disposed of common shares or 2007 warrants of Baffinland on or after January 14, 2011 (provided that you are not an “excluded person”).

What is a class action?

A class action is a lawsuit that is brought by one or more person on behalf of a larger group of people whose claims share common legal and/or factual issues. Class actions provide a cost-effective way for groups of people with common interests to pursue a legal claim.

What does “certification” mean?

Certification is the motion where the court determines whether the action can properly be pursued as a class action. The court will consider factors such as whether the claims of the class members raise common legal and/or factual issues and whether a class action is the preferable method of pursuing the claims (as opposed to other methods, such as individual actions).

Do I have to pay anything to participate in the class action?

Class action lawyers are usually paid on a contingency basis. This means that class counsel are only paid if successful. Class counsel are paid a percentage of any settlement or court award. Class counsel fees are subject to court approval.

Can I join the class action?

There are no steps required to “join” the class action. Assuming you fall within the scope of the class definition, you are automatically included in the class action unless you “opt-out” (exclude yourself from the class action).

Can I exclude myself from the class action?

Yes. After the class action is certified, you will be given an opportunity to opt-out (exclude yourself from the class action). If you opt-out, you will not be able to participate in any settlement or court award achieved in the class action, but you will be able to pursue your claim on an individual basis. Generally speaking, you would only want to opt-out of a class action if you intend to bring individual litigation. In most circumstances, it is more cost effective to participate in a class action because the legal costs are spread over a large number of people, making it more economic for any individual class member to obtain relief.

What should I do to protect my rights?

To protect your rights, you should:

  1. Keep any documents that you have relating to this litigation, including any documents evidencing your transactions in the issuer’s securities.
  2. Register to receive updates on this case by filling out the form below.

I still have a question. Who should I contact?

If you have any other questions, please complete the contact form below.

Documents

Long-form Notice of Settlement Approval and Claims Process (English) (French)

Order of Justice Rady dated September 17, 2019 approving the Settlement (English)

Order of Justice Rady dated September 17, 2019 approving the Distribution Protocol and Plan of Notice (English)

Order of Justice Rady dated September 19, 2019 approving Class Counsel Fees, Interim Funding Commission and Honorarium (English)

Factum of the Plaintiffs, dated August 7, 2019 - Settlement and Fee Approval (English)

Affidavit of Garett Hunter (Lawyer), sworn August 7, 2019 - Settlement and Fee Approval  (English)

Affidavit of Archie Leach (Representative Plaintiff), sworn August 6, 2019 - Settlement and Fee Approval (English)

Affidavit of Peter Rooney (Representative Plaintiff), sworn August 2, 2019 - Settlement and Fee Approval (English)

Settlement Agreement, including the Distribution Protocol at Schedule I (English)

Collateral Agreement (redacted) (English)

Long-Form Notice of Certification and Settlement Approval Hearing (English) (French)

Summary Rationale for Settlement (English)

Guide to the Distribution Protocol (English)

Order of Justice Rady dated June 13, 2019 - Approving Notice, Commencement of the Claims Process and Opt-Out Procedures (English)

Order of Justice Rady dated May 18, 2018 - Certifying the Action as a Class Proceeding (English)

Proposed Settlement and Claims Process 

A settlement has been reached in the class action.  The settlement provides for the payment by the defendants of the total amount of CAD$6,500,000 to resolve all claims.  The settlement is a compromise of disputed claims and is not an admission of liability or wrongdoing by Baffinland or any of the other defendants.

The settlement has received final approval from the Ontario Court.

The Court has appointed Epiq Class Action Services Canada Inc. as the Administrator of the settlement.  To be eligible for compensation, Class Members must submit a completed Claim Form to the Administrator by no later than 11:59pm Toronto (Eastern) time on December 25, 2019.  If you do not file a claim by this deadline, you may not be able to claim a portion of the settlement and your claim will be extinguished.

The period to opt-out of the class action has now expired.

You can contact the Administrator at: 

Baffinland Iron Mines Corporation Securities Class Action Settlement Administrator
c/o Epiq Class Action Services Canada Inc.
Nelson P.O. Box 20187 – 322 Rideau Street
Ottawa ON K1N 5Y5
Email: info@baffinlandclassactionsettlement.ca
Telephone: 1-833-414-8044
Fax: 1-866-262-0816
Website: www.baffinlandclassactionsettlement.ca

History of the Litigation

On May 18, 2018, the Ontario Superior Court of Justice certified the action as a class proceeding. You can view a copy of the Court’s decision here. The Defendants sought leave to appeal the certification decision, but leave to appeal was refused on September 11, 2018.

The Defendants brought a motion to strike the plaintiffs’ Statement of Claim and dismiss the action. The motion was heard on December 15, 16, and 17, 2014 and January 5, 2015. The Court released its decision on July 30, 2015. A copy of the July 30, 2015 Order can be found by clicking here, the Court’s Reasons for Decision can be found by clicking here. The Court ordered that the motions to dismiss all of the plaintiffs’ claims was dismissed. However in very detailed reasons directed at specific paragraphs of the of the Statement of Claim, the Court determined that the Ontario Securities Act claims of the proposed representative plaintiff who tendered his Baffinland shares to  take-over bid were properly pleaded; while the Ontario Securities Act claims of the proposed representative plaintiffs who sold their Baffinland securities in the secondary market during the currency of the take-over bid were struck out. Regarding the Ontario Securities Act claims against the offerors and their directors which were not struck out, the Order required the remaining proposed representative plaintiff to elect between claims against the corporate offerors and the individual directors of the corporate offerors. If the proposed representative plaintiff elects to proceed against the corporate offerors, the order also provides that he must elect between the type of remedy sought–rescission or damages. Otherwise, the Statement of Claim remains intact subject to leave to amend specific pleaded paragraphs. The proposed representative plaintiffs are appealing two aspects of the Order: (i) the dismissal of Ontario Securities Act claims of the representative plaintiffs who sold their shares in the secondary market during the currency of the bid; and (ii) the requirement that there be an election as to whom to sue among the offerors – corporate or individual. That appeal was heard by the Court of Appeal for Ontario on Wednesday May 4, 2016. The Court of Appeal released reasons for its decision on August 17, 2016. A copy of those reasons can be reviewed here.

Who is affected by this class action?

You are affected by this class action and a member of the proposed class if you tendered securities of Baffinland to the take-over bids made by ArcelorMittal S.A. and Nunavut Iron Ore Acquisition Inc. and their affiliated entities, or otherwise disposed of common shares or 2007 warrants of Baffinland on or after January 14, 2011 (provided that you are not an “excluded person”).

What is a class action?

A class action is a lawsuit that is brought by one or more person on behalf of a larger group of people whose claims share common legal and/or factual issues. Class actions provide a cost-effective way for groups of people with common interests to pursue a legal claim.

What does “certification” mean?

Certification is the motion where the court determines whether the action can properly be pursued as a class action. The court will consider factors such as whether the claims of the class members raise common legal and/or factual issues and whether a class action is the preferable method of pursuing the claims (as opposed to other methods, such as individual actions).

Do I have to pay anything to participate in the class action?

Class action lawyers are usually paid on a contingency basis. This means that class counsel are only paid if successful. Class counsel are paid a percentage of any settlement or court award. Class counsel fees are subject to court approval.

Can I join the class action?

There are no steps required to “join” the class action. Assuming you fall within the scope of the class definition, you are automatically included in the class action unless you “opt-out” (exclude yourself from the class action).

Can I exclude myself from the class action?

Yes. After the class action is certified, you will be given an opportunity to opt-out (exclude yourself from the class action). If you opt-out, you will not be able to participate in any settlement or court award achieved in the class action, but you will be able to pursue your claim on an individual basis. Generally speaking, you would only want to opt-out of a class action if you intend to bring individual litigation. In most circumstances, it is more cost effective to participate in a class action because the legal costs are spread over a large number of people, making it more economic for any individual class member to obtain relief.

What should I do to protect my rights?

To protect your rights, you should:

  1. Keep any documents that you have relating to this litigation, including any documents evidencing your transactions in the issuer’s securities.
  2. Register to receive updates on this case by filling out the form below.

I still have a question. Who should I contact?

If you have any other questions, please complete the contact form below.

Long-form Notice of Settlement Approval and Claims Process (English) (French)

Order of Justice Rady dated September 17, 2019 approving the Settlement (English)

Order of Justice Rady dated September 17, 2019 approving the Distribution Protocol and Plan of Notice (English)

Order of Justice Rady dated September 19, 2019 approving Class Counsel Fees, Interim Funding Commission and Honorarium (English)

Factum of the Plaintiffs, dated August 7, 2019 - Settlement and Fee Approval (English)

Affidavit of Garett Hunter (Lawyer), sworn August 7, 2019 - Settlement and Fee Approval  (English)

Affidavit of Archie Leach (Representative Plaintiff), sworn August 6, 2019 - Settlement and Fee Approval (English)

Affidavit of Peter Rooney (Representative Plaintiff), sworn August 2, 2019 - Settlement and Fee Approval (English)

Settlement Agreement, including the Distribution Protocol at Schedule I (English)

Collateral Agreement (redacted) (English)

Long-Form Notice of Certification and Settlement Approval Hearing (English) (French)

Summary Rationale for Settlement (English)

Guide to the Distribution Protocol (English)

Order of Justice Rady dated June 13, 2019 - Approving Notice, Commencement of the Claims Process and Opt-Out Procedures (English)

Order of Justice Rady dated May 18, 2018 - Certifying the Action as a Class Proceeding (English)