In Re Harmonic Inc. Securities Litigation

ORDER GRANTING MOTIONS TO DISMISS

Defendants’ motions to dismiss the consolidated amended complaint came on for hearing on May 30, 2001, before this court, the Honorable Phyllis J. Hamilton presiding. Plaintiffs appeared by their counsel Reed R. Kathrein, Shawn A. Williams, Edward M. Gersosian, and David Kessler; the Harmonic, Inc., defendants appeared by their counsel Melvin R. Goldman and Terri Garland; and the C-Cube Microsys-tems, Inc., defendants appeared by their counsel Terry T. Johnson and Hanley Chew. Having read the parties’ papers and carefully considered their arguments and the relevant legal authority, and good cause appearing, the court hereby GRANTS the motions to dismiss for the following reasons.

INTRODUCTION

This is a proposed class action alleging violation of the federal securities laws. Defendant Harmonic, Inc., (“Harmonic”) merged with the DiviCom division of C-Cube Microsystems, Inc. (“C-Cube”) on May 3, 2000. The merger was approved by the shareholders of both corporations at shareholders’ meetings conducted in late April 2000 As part of the merger, the shareholders of C-Cube’s successor corporate entity received shares of Harmonic common stock, issued…