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SOURCE Court of Chancery of the State of Delaware
WILMINGTON, Del., May 23, 2014 /PRNewswire/ --
If You Were a Stockholder of The Orchard Enterprises, Inc.
Between March 15, 2010 and July 29, 2010,
You could get a payment from a class action settlement.
A court authorized this notice. This is only a summary. More information is available at www.orchardstockholderlitigation.com or by calling 1-877-797-5688
A settlement has been proposed in a class action lawsuit about the price stockholders received when Dimensional Associates LLC ("Dimensional") purchased The Orchard Enterprises, Inc. ("Orchard") on July 29, 2010 (the "Cash-Out Merger"). The settlement provides for $10.725 million to be paid to stockholders who held shares at the time of the Cash-Out Merger.1 If you held Eligible Shares you may qualify for a cash payment by sending in a claim form. "Eligible Shares" means shares of The Orchard Enterprises, Inc. common stock held as of July 29, 2010 (the Effective Date of the Cash-Out Merger). You can also comment on the settlement.
Who is in the Class?
You are a Class Member if You held Orchard stock between March 15, 2010 and July 29, 2010 (the "Class Period"). Defendants, or an affiliate or relative of Defendants, and senior executives of Orchard while it considered the Cash-Out Merger are not Class Members.
What is this About?
The Court in charge of the case is the Court of Chancery of the State of Delaware (the "Court"), and the case is called In re Orchard Enterprises, Inc. Stockholder Litigation, Consolidated C.A. No.7840-VCL. The lawsuit claimed the former Board of Directors of Orchard and Dimensional breached their duties to Orchard stockholders in connection with the Cash-Out Merger.
The lawsuit claimed that Dimensional, Orchard's controlling stockholder, and Orchard's Board of Directors, engaged in an unfair process in approving and recommending the Cash-Out Merger, and effectuated the Cash-Out Merger at an unfairly low price. The alleged unfair dealing included several alleged inaccurate disclosures, including as to whether Dimensional was entitled to a $25 million liquidation preference in the Cash-Out Merger unless Orchard's Certificate of Designations was amended to permit the Cash-Out Merger to occur. The lawsuit also alleged that Dimensional got a credit that it was not entitled to in connection with the Cash-Out Merger and therefore that the cash payment of $2.05 per share provided to stockholders in the Cash-Out Merger was not adequate. Defendants vigorously deny each of these allegations and all liability and damages.
What does the Settlement Provide?
In consideration for the full and final settlement, and the release by the Class Members of any and all Released Claims, Defendants have agreed to create a $10.725 million fund to be divided among all Class Members who owned Eligible Shares and who send in a valid claim form.
How do I ask for a Payment?
A detailed notice and claim form contains the information you will need to request a payment. To qualify for a payment you must submit a claim form. Claim Forms must be filed by August 12, 2014. To get a detailed notice and claim form visit the website or call the number below.
What are my Other Options?
You can comment or object to the settlement if you choose. Or you can hire your own lawyer, at your own cost, to comment on the settlement for you. If the settlement is approved you will not be able to sue the Defendants about the Cash-Out Merger ever again.
You are not required to hire your own attorney. The Court appointed lawyers to represent you. These lawyers will seek approval for a payment of fees and expenses from the Settlement Fund. You will not be responsible for paying these lawyers.
The Court will hold a Fairness Hearing at 2:00 PM on June 30, 2014, at the New Castle County Courthouse, 500 North King Street, Wilmington, Delaware 19801. The Court will consider whether the settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them. The Court will also decide how much to pay to Class Counsel.
For more information visit: www.orchardstockholderlitigation.com or call 1-877-797-5688
1 All capitalized terms used in this Summary Notice that are not otherwise defined herein shall the meanings provided in the Stipulation and Agreement of Settlement dated April 28, 2014, which is available on the settlement website at www.orchardstockholderlitigation.com.
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