WILMINGTON, Del., Sept. 9, 2019 /PRNewswire/ -- The following statement is being issued by Block & Leviton LLP and Heyman Enerio Gattuso & Hirzel LLP:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE | ||
IN RE HANDY & HARMAN, LTD | : | |
STOCKHOLDERS LITIGATION | : | Consol. C.A. No. 2017-0882-TMR |
: | ||
SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER CLASS ACTION, SETTLEMENT HEARING,
AND RIGHT TO APPEAR
TO: ALL RECORD HOLDERS AND BENEFICIAL COMMON STOCKHOLDERS OF HANDY & HARMAN, LTD. ("H&H" OR THE "COMPANY") (A) WHO TENDERED COMMON STOCK OF H&H IN EXCHANGE FOR PREFERRED SHARES OF STEEL PARTNERS HOLDINGS L.P. ("STEEL PARTNERS") IN THE TENDER OFFER COMMENCED BY STEEL PARTNERS ON OR ABOUT SEPTEMBER 13, 2017; OR (B) WHOSE COMMON STOCK OF H&H WAS EXCHANGED FOR PREFERRED SHARES OF STEEL PARTNERS UPON THE CLOSE OF THE TRANSACTION CONTEMPLATED BY THE AGREEMENT AND PLAN OF MERGER, DATED AS OF JUNE 26, 2017 BETWEEN H&H AND STEEL PARTNERS, AS WELL AS ANY AND ALL OF THEIR RESPECTIVE SUCCESSORS IN INTEREST, PREDECESSORS, REPRESENTATIVES, TRUSTEES, EXECUTORS, ADMINISTRATORS, HEIRS, ASSIGNS OR TRANSFEREES, IMMEDIATE AND REMOTE, AND ANY PERSON OR ENTITY ACTING FOR OR ON BEHALF OF, OR CLAIMING UNDER, ANY OF THEM, AND EACH OF THEM, TOGETHER WITH THEIR PREDECESSORS AND SUCCESSORS AND ASSIGNS.
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY THE LEGAL PROCEEDINGS IN THIS ACTION.
YOU ARE HEREBY NOTIFIED, pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2) and an Order of the Delaware Court of Chancery (the "Court"), that the above-captioned consolidated stockholder class action (the "Action") has been certified as an opt-out class action on behalf of the Class, except for certain persons and entities who are excluded from the Class by definition as set forth in the Stipulation and Agreement of Settlement, Compromise and Release dated July 9, 2019 (the "Stipulation") and the full printed Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (the "Notice").
YOU ARE ALSO HEREBY NOTIFIED pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2) and an Order of the Delaware Court of the Chancery (the "Court") that the Lead Plaintiff in the above-captioned consolidated stockholder class action (the "Action"), on behalf of himself and the other members of the Class, has reached a proposed settlement of the Action with Defendants for a payment of $30,000,000 in cash (the "Settlement") on the terms and conditions set forth in the Stipulation and Agreement of Settlement, Compromise and Release dated June 28, 2019 (the "Stipulation"). If the Settlement is approved by the Court, it will resolve all claims in the Action.
A settlement hearing will be held on November 14, 2019 at 9:15 a.m. at the Court of Chancery in the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, to determine, among other things, (i) whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable and adequate to the Class, and should be approved by the Court; (ii) whether the Action should be dismissed with prejudice and the Releases specified and described in the Stipulation (and in the Notice) should be granted; and (iii) whether Class Counsel's application for an award of attorneys' fees, reimbursement of litigation expenses, and an incentive award to Lead Plaintiff should be approved.
IF YOU ARE A MEMBER OF THE CLASS, YOUR RIGHTS WILL BE AFFECTED BY THE PENDING ACTION AND THE SETTLEMENT. If you have not yet received the Notice, you may obtain copies of the Notice by contacting the Settlement Administrator at: In re Handy & Harman, Ltd. Stockholder Litigation, Settlement Administrator, c/o KCC Class Action Services, P.O. Box 404020, Louisville, KY 40233-4020, info@handyharmanstockholderlitigation.com. Copies of the Notice can also be downloaded from the website maintained by the Settlement Administrator, http://www.handyharmanstockholderlitigation.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." The "Eligible Class Members" consist of Class Members who tendered in the Tender Offer and/or held shares of H&H common stock at the Closing and therefore received or were entitled to receive the Transaction Consideration for their Eligible Shares (as defined in the Stipulation). For the avoidance of doubt, Eligible Class Members excludes all Excluded Stockholders (as defined in the Stipulation). Pursuant to the terms of the Stipulation, 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 Stipulation, payments from the Net Settlement Fund to Eligible Class Members will be made in the same manner in which Eligible Class Members received the Transaction Consideration. Eligible Class Members do not have to submit a claim form or take any other action in order to receive payment from the Settlement.
Any objections to the proposed Settlement and/or Class Counsel's application for an award of attorneys' fees, reimbursement of litigation expenses, and an incentive award to the Lead Plaintiff must be filed with the Register in Chancery and delivered to Class Counsel and Representative Defendants' Counsel such that they are received no later than October 30, 2019, in accordance with the instructions set forth in the Notice.
All questions about this Notice and the proposed Settlement should be directed to the Settlement Administrator or Class Counsel.
Requests for the Notice should be made to:
In re Handy & Harman, Ltd. Stockholder Litigation
Settlement Administrator
c/o KCC Class Action Services
P.O. Box 404020
Louisville, KY 40233-4020
info@handyharmanstockholderlitigation.com
http://www.handyharmanstockholderlitigation.com
Inquiries, other than requests for the Notice and Claim Form, should be made to the following Class Counsel:
Jason M. Leviton | Kurt M. Heyman |
Joel A. Fleming | Melissa N. Donimirski |
Amanda R. Crawford | Aaron M. Nelson |
Block & Leviton LLP | Heyman Enerio Gattuso & Hirzel LLP |
260 Franklin Street, Suite 1860 | 300 Delaware Avenue, Suite 200 |
Boston, MA 02110 | Wilmington, DE 19801 |
(617) 398-5600 | (302) 472-7300 |
Dated: July 31, 2019 | |
BY ORDER OF THE |
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SOURCE Block & Leviton LLP and Heyman Enerio Gattuso & Hirzel LLP
