Bernstein Litowitz Berger & Grossmann LLP Announces Pendency and Proposed Settlement of Stockholder Class Action Involving Holders of GCI Liberty Inc. Series A Common Stock
Aug 05, 2021 10:43 AM ET
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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
PENSION FUND, WEST PALM
BEACH FIREFIGHTERS' PENSION
FUND, and SHEET METAL
WORKERS' LOCAL UNION NO. 80
PENSION TRUST FUND, on behalf of
themselves and all others similarly situated,
JOHN C. MALONE, GREGORY B.
MAFFEI, GREGG L. ENGLES,
RONALD A. DUNCAN, DONNE F.
FISHER, and RICHARD R. GREEN,
C.A. No. 2020-0880-SG
SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER CLASS ACTION, SETTLEMENT HEARING,
AND RIGHT TO APPEAR
All holders of GCI Liberty, Inc. ("GCI Liberty") Series A common stock as of December 18, 2020, the date of the consummation of the merger of GCI Liberty and a subsidiary of Liberty Broadband Corporation (the "Merger") (the "Settlement Class").1
PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.
YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the "Court"), that the above-captioned stockholder class action (the "Action") is pending in the Court.
YOU ARE ALSO NOTIFIED that Plaintiffs in the Action, on behalf of themselves and the Settlement Class, have reached a proposed settlement of the Action for $110,000,000 in cash (the "Settlement"). If approved by the Court, the Settlement will resolve all claims in the Action.
A hearing (the "Settlement Hearing") will be held on October 5, 2021, at 1:30 p.m., before The Honorable Sam Glasscock III, Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, Sussex County, Court of Chancery Courthouse, 34 The Circle, Georgetown, DE 19947, or by telephone or video conference (in the discretion of the Court), to determine, among other things: (i) whether the Action may be permanently maintained as a non-opt out class action and whether the Settlement Class should be certified permanently, for purposes of the Settlement, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) whether Plaintiffs may be permanently designated as representatives for the Settlement Class and Plaintiffs' Lead Counsel as counsel for the Settlement Class, and whether Plaintiffs and Plaintiffs' Lead Counsel have adequately represented the interests of the Settlement Class in the Action; (iii) whether the proposed Settlement on the terms and conditions provided for in the Stipulation and Agreement of Settlement, Compromise, and Release dated June 14, 2021 (the "Stipulation") is fair, reasonable, and adequate to the Settlement Class, and should be approved by the Court; (iv) whether a Judgment, substantially in the form attached as Exhibit D to the Stipulation, should be entered dismissing the Action with prejudice against Defendants; (v) whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) whether the application by Plaintiffs' Counsel for an award of attorneys' fees and Litigation Expenses in connection with the benefits achieved under the Settlement should be approved; and (vii) to consider any other matters that may properly be brought before the Court in connection with the Settlement.
The ongoing COVID-19 health emergency is a fluid situation that creates the possibility that the Court may decide to conduct the Settlement Hearing by video or telephonic conference, or otherwise allow Class Members to appear at the hearing by phone or video, without further written notice to Class Members. In order to determine whether the date and time of the Settlement Hearing have changed, or whether Class Members must or may participate by phone or video, it is important that you monitor the Court's docket and the Settlement website, www.GCILibertyStockholderLitigation.com, before making any plans to attend the Settlement Hearing. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or telephonic appearances at the hearing, will be posted to the Settlement website, www.GCILibertyStockholderLitigation.com. Also, if the Court requires or allows Class Members to participate in the Settlement Hearing by telephone or video conference, the information needed to access the conference will be posted to the Settlement website, www.GCILibertyStockholderLitigation.com.
If you are a member of the Settlement Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at GCI Liberty Stockholder Litigation, c/o A.B. Data, Ltd., P.O. Box 173138, Milwaukee, WI 53217, 1-877-777-9248, [email protected] A copy of the Notice can also be downloaded from the Settlement website, www.GCILibertyStockholderLitigation.com.
If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to "Eligible Class Members" in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Under the proposed Plan of Allocation, "Eligible Class Members" consist of Class Members who held shares of GCI Liberty Series A common stock at the Merger's Closing and therefore received or were entitled to receive the Merger Consideration for their Eligible Shares. Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of Eligible Shares held by the Eligible Class Member and (ii) the "Per-Share Recovery" for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares. As explained in further detail in the Notice, pursuant to the Plan of Allocation, payments from the Net Settlement Fund to Eligible Class Members will be made in the same manner in which Eligible Class Members received the Merger Consideration. Eligible Class Members do not have to submit a claim form to receive a payment from the Settlement.
Any objections to the proposed Settlement, the proposed Plan of Allocation, or Plaintiffs' Counsel's application for an award of attorneys' fees and Litigation Expenses in connection with the Settlement must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiffs' Lead Counsel and Defendants' Counsel such that they are received no later than September 21, 2021, in accordance with the instructions set forth in the Notice.
Please do not contact the Court or the Office of the Register in Chancery regarding this notice. All questions about this notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiffs' Lead Counsel.
Requests for the Notice should be made to the Settlement Administrator:
GCI Liberty Stockholder Litigation
c/o A.B. Data, Ltd.
P.O. Box 173138
Milwaukee, WI 53217
Inquiries, other than requests for the Notice, should be made to Plaintiffs' Lead Counsel:
Bernstein Litowitz Berger & Grossmann LLP
1251 Avenue of the Americas
New York, NY 10020
DATED: August 2, 2021
BY ORDER OF THE COURT OF
1 Certain persons and entities are excluded from the Settlement Class by definition, as set forth in the full Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (the "Notice"), available at www.GCILibertyStockholderLitigation.com.
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