Bioness $8.9 Million Securities Class Action Settlement

Investors who held Bioness Inc. common stock as of March 30, 2021, may be eligible to receive a cash payment from a class action settlement.

Alfred E. Mann Trust, Mann Group LLC and several individual defendants agreed to pay $8.9 million to settle a class action lawsuit alleging they breached their fiduciary duties in connection with the 2021 merger between Bioness and Bioventus Inc. The lawsuit claimed the defendants orchestrated an unfair sale process that disadvantaged minority stockholders and required them to sign a release of claims to receive their share of the merger proceeds.

Who can file a claim?

The settlement includes all record and beneficial holders of Bioness common stock as of March 30, 2021, together with their heirs, assigns, transferees and successors-in-interest.

Additional details

• Both individuals and entities can be class members.
• The class includes stockholders who signed the letter of transmittal and those who did not.
• The settlement administrator will use stockholder records maintained by or on behalf of Bioness to determine eligibility and distribute funds.
• No claim form is required. Eligible class members will receive their payment automatically.
• The class is certified solely for settlement purposes and is a non-opt-out class under Delaware Court of Chancery Rules 23(a), 23(b)(i) and 23(b)(ii), meaning class members cannot exclude themselves from the settlement.

How much is the Bioness payout?

The total settlement fund is $8,900,000. The amount each class member receives depends on several factors:

• Whether the class member signed the letter of transmittal required to receive merger consideration
• Whether the class member previously received a portion of the $5,000,000 upfront payment allocated to minority stockholders under the merger agreement
• The number of Bioness shares held as of March 30, 2021

The settlement administrator will distribute the net settlement fund on a pro rata basis according to the court-approved plan of allocation after deducting taxes, administration costs, and attorneys' fees and expenses:

• Actual payments may be higher or lower depending on the total number of eligible shares and total deductions from the fund.
• The settlement administrator will allocate payments based on whether each class member signed the letter of transmittal and whether they previously received merger consideration.
• The settlement administrator will distribute 10% of the net settlement fund on a pro rata basis to stockholders who did not sign the letter of transmittal and did not previously receive any portion of the $5 million upfront payment.
• For the remaining 90% of the net settlement fund, the settlement administrator will distribute 95% on a pro rata per-share basis to stockholders who did not sign the letter of transmittal and 5% on a pro rata per-share basis to stockholders who signed the letter of transmittal.

• The settlement administrator will make all distributions based on the number of Bioness shares held as of March 30, 2021.

How to receive a Bioness settlement payment

Eligible class members do not need to file a claim. The settlement administrator will use existing stockholder records to identify and automatically pay eligible class members. Stockholders who held shares through a broker or other nominee may contact their broker contacted to facilitate payment.

Settlement administrator’s mailing address: Bioness Stockholder Settlement, c/o Epiq Systems Inc., P.O. Box 5450, Portland, OR 97228-5450

$8.9 million settlement fund

The $8,900,000 settlement fund includes:

• Settlement administration costs: To be determined
• Attorneys’ fees: Up to $2,225,000
• Attorneys’ expenses: Up to $500,000
• Payments to eligible class members: Remainder of the fund

Important date

• Fairness hearing: May 8, 2026

When is the Bioness class action settlement payout date?

The settlement administrator will issue payments after the court grants resolves any appeals and grants final approval of the settlement.

Why did this class action settlement happen?

The class action lawsuit alleged that, following the death of Bioness founder Alfred Mann, the Mann Trust and its trustees used their control of the company to force an unfair sale to Bioventus Inc. The plaintiffs claimed the defendants blocked alternative funding and acquisition proposals, forced a sale under unfavorable terms and denied minority stockholders their full share of merger proceeds unless they signed a release of claims.

The defendants denied all allegations of wrongdoing but agreed to settle to avoid the costs, risks and delays of continued litigation.

Sources

1. Class notice
2. Settlement website FAQ page