Summary Notice of Pendency of Stockholder Derivative Action, Proposed Settlement of Stockholder Derivative Action, Settlement Hearing, and Right to Appear
INDIANAPOLIS , Feb. 08, 2019 (GLOBE NEWSWIRE) -- The following is being released by Celadon Group, Inc. pursuant to an Order of the Indiana Commercial Court venued in Marion County Superior Court 1:
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INDIANA COMMERCIAL COURT
| STATE OF INDIANA | ) | MARION COUNTY SUPERIOR COURT |
| ) SS: | ||
| COUNTY OF MARION | ) | LEAD CAUSE NO. 49D01-1708-CT-033115 |
| ) | |
| IN RE CELADON GROUP, INC. | ) |
| SHAREHOLDER DERIVATIVE LITIGATION | ) Consolidated with: |
| ) | |
| ) Cause No. 49D06-1709-CT-033758 | |
| ________________________________________ | ) |
| ) Judge Heather Welch | |
| ) Civil Division 1 | |
| This Document Relates to: | ) City-County Bldg., W-441 |
| ) | |
| ALL Actions | ) |
| ) |
SUMMARY NOTICE OF PENDENCY OF STOCKHOLDER DERIVATIVE ACTION, PROPOSED SETTLEMENT OF STOCKHOLDER DERIVATIVE ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR
FOR PUBLICATION IN Investor’s Business Daily OR IN
A PRESS RELEASE ON GLOBENEWSWIRE
TO: ALL RECORD AND BENEFICIAL HOLDERS OF THE COMMON STOCK OF CELADON GROUP, INC. (“CELADON” OR THE “COMPANY”) AS OF THE CLOSE OF BUSINESS ON JANUARY 4, 2019 (“CURRENT CELADON STOCKHOLDERS”), EXCLUDING DEFENDANTS AND THEIR SUCCESSORS-IN-INTEREST.
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT AND DISMISSAL OF STOCKHOLDER DERIVATIVE LITIGATION AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS. YOUR RIGHTS MAY BE AFFECTED BY THE SETTLEMENT OF THE ACTIONS.
IF THE COURT APPROVES THE SETTLEMENT AND DISMISSAL OF THE STOCKHOLDER DERIVATIVE LITIGATION, CELADON STOCKHOLDERS WILL BE FOREVER BARRED FROM CONTESTING THE APPROVAL OF THE PROPOSED SETTLEMENT AND FROM PURSUING THE RELEASED CLAIMS. THIS ACTION IS NOT A “CLASS ACTION.” THERE IS NO MONETARY RECOVERY OR COMMON FUND FROM WHICH YOU CAN MAKE A CLAIM FOR A MONETARY PAYMENT.
YOU ARE HEREBY NOTIFIED, pursuant to Rule 23.1 of the Indiana Rules of Trial Procedure and An Order of the Indiana Commercial Court venued in Marion County Superior Court 1 (the “Court”), of the pendency and settlement of (1) the above-captioned stockholder derivative action, which was brought by plaintiff Michael Miles on behalf of and for the benefit of the Company, and (2) additional stockholder derivative actions identified below pending in the Court of Chancery of the State of Delaware and the United States District Court for the Southern District of Indiana. This Notice is not and should not be construed as an expression of any opinion by the Court with respect to the merits of the claims made in these actions, but is merely provided to advise you of the proposed Settlement and of your rights as a Celadon Stockholder.
On January 4, 2019, the Company, in its capacity as a nominal defendant, and the Individual Defendants, who are current and former officers and directors of the Company, entered into a Stipulation of Settlement (the “Stipulation”) in the stockholder derivative actions filed against certain current and former directors and officers of the Company, and against the Company as a nominal defendant in (1) the Indiana Commercial Court venued in Marion County Superior Court 1, (the “Court”), titled In re Celadon Group, Inc. Shareholder Derivative Action filed in Lead Case No. 49D01-1708-CT-033115 (consolidated with Case No. 49D06-1709-CT-033758) (the “Indiana State Court Action”), (2) the Delaware Court of Chancery, titled Estrada v. Will, et al., Case No. 2017-0683-AGB (Del. Ch.) (the “Delaware Action”), and (3) the United States District Court for the Southern District of Indiana, titled In re Celadon Group, Inc. Shareholder Derivative Litigation, Lead Case No. 1:18-cv-01424-TWP-DLP (consolidated with No. 1:18-cv-01868-SEB-DLP) (the “Indiana Federal Court Action”). The Indiana State Court Action, the Delaware Action, and the Indiana Federal Court Action collectively are referred to as the “Actions.” All capitalized terms not otherwise defined in this Notice shall have the meaning provided in the Stipulation.
The Stipulation and the Settlement contemplated therein (the “Settlement”) provide (1) that not later than thirty (30) days after the Effective Date, Celadon will adopt by resolution, or other means as appropriate, the remedial corporate governance measures set forth in Exhibit A to the Stipulation, and pay Plaintiffs’ attorneys’ fees and expenses in the amount of $550,000 (the “Fee and Expense Amount”).
This is a summary Notice only. A more detailed description of the Settlement terms is provided in the full Notice of Pendency of Stockholder Derivative Action, Proposed Settlement of Stockholder Derivative Action, Settlement Hearing and Right to Appear (the “Notice”). Each of the Notice and the Stipulation has been filed as an exhibit to a Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on February 8, 2019, and the Notice and Stipulation are available for review on the “Investor” section of the Company’s website, www.celadontrucking.com.
On January 28, 2019, the Court entered an order preliminarily approving the Stipulation and the Settlement contemplated therein, the Notice, and this Summary Notice (the “Preliminary Approval Order”). The Preliminary Approval Order further provides that the Court will hold a hearing (“Settlement Hearing”) on April 9, 2019 at 2:30 p.m., before the Honorable Heather Welch, in Courtroom W-441 of Indiana Commercial Court venued in the Marion County Superior Court 1, pursuant to Indiana Trial Rule 23.1, to among other things: (i) determine whether the Settlement should be approved by the Court as fair, reasonable, adequate and in the best interests of the Company and its stockholders; (ii) consider any objections to the Settlement submitted in accordance with the Notice; (iii) determine whether a Judgment substantially in the form attached as Exhibit B to the Stipulation should be entered dismissing with prejudice all claims in the Indiana State Court Action and releasing (a) the Released Claims against the Released Persons, and (b) the Released Persons’ Claims against the Released Plaintiffs’ Parties and Celadon; (iv) consider the payment to Plaintiffs’ Settlement Counsel of the Fee and Expense Amount; (v) consider the payment to Plaintiffs of Service Awards in an amount not to exceed $1,500 each, which will be funded from the Fee and Expense Amount; and (vi) consider any other matters that may properly be brought before the Court in connection with the Settlement.
Any objections to the proposed Settlement or Fee and Expense Amount must be filed with the Court and delivered to counsel identified below such that they are received not later than 21 days prior to the Settlement Hearing, in accordance with the instructions set forth in the Notice.
DO NOT CALL OR WRITE THE COURT REGARDING THIS NOTICE
All questions regarding this Summary Notice and the Settlement should be made to Plaintiffs’ Settlement Counsel at the addresses listed below:
Shane Sanders
ROBBINS ARROYO LLP
540 Shoreham Place
San Diego, CA 92122
Timothy Brown
THE BROWN LAW FIRM, P.C.
240 Townsend Square
Oyster Bay, NY 11771
Samuel E. Bonderoff
ZAMANSKY LLC
50 Broadway, 32nd Floor
New York, NY 10004
BY ORDER OF THE COURT
| For more information: |
| Thom Albrecht |
| Chief Financial and Strategy Officer (317) 972-7000 talbrecht@celadontrucking.com |
