PR Newswire
WILMINGTON, Del., Oct. 21, 2024
WILMINGTON, Del., Oct. 21, 2024 /PRNewswire/ --
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN RE HEMISPHERE MEDIA GROUP, | Consol. C.A. No. 2023-0555-JTL |
SUMMARY NOTICE OF PENDENCY OF STOCKHOLDER CLASS
ACTION AND PROPOSED SETTLEMENT, SETTLEMENT HEARING,
AND RIGHT TO APPEAR
TO: All record holders and beneficial owners of shares of Hemisphere Media Group, Inc.'s ("Hemisphere") common stock (NASDAQ: "HMTV") whose shares were exchanged for or who had the right to receive in exchange $7.00 per share in cash at the closing of the take-private transaction between Hemisphere and Searchlight on September 13, 2022 (the "Closing"), including their heirs, successors in interest, successors, transferees, and assigns (the "Class").1
PLEASE READ THIS SUMMARY 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 Robert Garfield, Carmel Spamer, and Theodor Karl Schricker, Jr. (collectively, "Plaintiffs"), individually and on behalf of the Class, have reached a proposed settlement with defendants Searchlight Capital Partners, L.P. ("Searchlight"), Eric Zinterhofer, Adam Reiss, Alan J. Sokol, Peter M. Kern, Gato Investments, L.P. ("Gato"), and Gemini Latin Holdings, LLC ("Gemini"), (collectively, "Defendants") and Hemisphere for $15,000,000 in cash (the "Settlement"). The terms of the Settlement are stated in the Revised Stipulation and Agreement of Settlement, Compromise, and Release among Plaintiffs, Defendants and Hemisphere, dated September 11, 2024 (the "Stipulation"), a copy of which is available at https://www.HemisphereMediaHoldingsStockholderLitigation.com. If approved by the Court, the Settlement will resolve all claims in the Action as against Defendants.
A hearing (the "Settlement Hearing") will be held on December 13, 2024 at 11:00 a.m., before The Honorable J. Travis Laster, Vice Chancellor, by Zoom Meeting: https://us06web.zoom.us/j/81157368725, Meeting ID: 811 5736 8725, Passcode: 7517829947, to, among other things: (i) certify the Class and appoint Plaintiffs as Class representatives and Plaintiffs' counsel as Class counsel for Settlement purposes; (ii) determine 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; (iii) determine whether a Judgment, substantially in the form attached as Exhibit D to the Stipulation, should be entered dismissing the Action with prejudice as against Defendants; (iv) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (v) determine whether the application by Plaintiffs' counsel for an award of attorneys' fees and expenses should be approved; (vi) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or to the application by Plaintiffs' Counsel for an award of attorneys' fees and expenses; and (vii) consider any other matters that may properly be brought before the Court in connection with the Settlement. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, https://www.HemisphereMediaHoldingsStockholderLitigation.com.
If you are a member of the 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 Hemisphere Stockholder Litigation, c/o A.B. Data, Ltd., P.O. Box 170500, Milwaukee, WI 53217 or call 877-411-4850. A copy of the Notice can also be downloaded from the Settlement website, https://www.HemisphereMediaHoldingsStockholderLitigation.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 all Class Members who held or beneficially owned shares of Hemisphere common stock at the Closing on September 13, 2022 and therefore received, or were entitled to receive, the Transaction 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 Transaction 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 attorneys' fees and 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' counsel and Defendants' counsel such that they are received no later than December 2, 2024, 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' counsel.
Requests for the Notice should be made to the Settlement Administrator:
Hemisphere Stockholder Litigation
c/o A.B. Data, Ltd.
P.O. Box 170500
Milwaukee, WI 53217
Inquiries, other than requests for the Notice, should be made to Plaintiffs' counsel:
Kimberly A. Evans
BLOCK & LEVITON LLP
222 Delaware Avenue, Suite 1120
Wilmington, DE 19801
kim@blockleviton.com
Ned Weinberger
LABATON KELLER SUCHAROW LLP
222 Delaware Avenue, Suite 1510
Wilmington, DE 19801
nweinberger@labaton.com
Christine M. Mackintosh
GRANT & EISENHOFER, P.A.
123 Justison Street
Wilmington, DE 19801
cmackintosh@gelaw.com
Dated: October 21, 2024
BY ORDER OF THE COURT OF
CHANCERY OF THE STATE OF DELAWARE
Source:
BLOCK & LEVITON LLP
LABATON KELLER SUCHAROW LLP
GRANT & EISENHOFER, P.A.
1Certain persons and entities are excluded from the Class by definition, as set forth in the full Notice of Pendency of Stockholder Class Action and Proposed Settlement, Settlement Hearing, and Right to Appear (the "Notice"), available at https://www.HemisphereMediaHoldingsStockholderLitigation.com. Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Notice.
SOURCE Block & Leviton LLP, Labaton Keller Sucharow LLP and Grant & Eisenhofer, P.A.
