Rigrodsky Law, P.A. and Rowley Law PLLC Announce a Class Action and Proposed Settlement for All Persons Who Held Fewer Than 1,000 Shares of Westell Technologies, Inc. Common Stock
WILMINGTON, Del., April 15, 2024 /PRNewswire/ --
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN RE WESTELL TECHNOLOGIES, INC | ) | C.A. No. 2022-0090-NAC |
STOCKHOLDER LITIGATION | ) |
SUMMARY NOTICE OF PENDENCY OF STOCKHOLDER
CLASS ACTION AND PROPOSED SETTLEMENT,
SETTLEMENT HEARING, AND RIGHT TO APPEAR
TO: | All persons who held fewer than 1,000 shares of Westell Technologies, Inc. ("Westell" or the "Company") common stock (ticker: "WSTL") immediately prior to and received cash in exchange for their shares of Westell common stock in the amount of $1.48 per share as a result of a 1,000-to-1 reverse stock split of Westell's common stock, which was followed immediately by a 1-to-1,000 forward stock split of Westell's common stock (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 (i) lead plaintiff Pankaj Sharma ("Plaintiff"), on behalf of himself and the Class, and (ii) defendants Westell Technologies, Inc., The Voting Trust Agreement Dated February 23, 1994, among Mr. Penny, Mr. Simon and Certain Members of the Penny Family and the Simon Family, Robert W. Foskett, Kirk Brannock, Scott Chandler, Timothy Duitsman, Cary Wood, Mark Zorko, and Patrick J. McDonough, Jr. (collectively, "Defendants" and together with Plaintiff, the "Settling Parties") have reached a proposed settlement for $2,200,000.00 in cash (the "Settlement"). The terms of the Settlement are stated in the Stipulation and Agreement of Settlement, Compromise, and Release between Plaintiff and Defendants, dated February 13, 2024 (the "Stipulation"), a copy of which is available at www.WestellStockholderSettlement.com. If approved by the Court, the Settlement will resolve all claims in the Action against Defendants.
A hearing (the "Settlement Hearing") will be held on June 14, 2024, at 1:30 p.m., before The Honorable Vice Chancellor Nathan A. Cook, either in person at the Court of Chancery of the State of Delaware, 500 North King Street, Wilmington, DE 19801, or remotely by Zoom (in the discretion of the Court), to, among other things: (i) 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; (ii) 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; (iii) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (iv) determine whether the application by Plaintiff's Counsel for an award of attorneys' fees and expenses should be approved, including Plaintiff's application for an incentive award; (v) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or to the application by Plaintiff's Counsel for an award of attorneys' fees and expenses, including Plaintiff's application for an incentive award; and (vi) 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, www.WestellStockholderSettlement.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 Plaintiff's Counsel using the contact information below. A copy of the Notice can also be downloaded from the Settlement website, www.WestellStockholderSettlement.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 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, Class Members consist of all persons who held fewer than 1,000 shares of Westell common stock immediately prior to and received cash in exchange for their shares of Westell common stock in the amount of $1.48 per share as a result of the Transaction. Pursuant to the proposed Plan of Allocation, each 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 shares of Westell common stock held by the 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 shares of Westell common stock held by the Class Members immediately prior to the Transaction. As explained in further detail in the Notice, pursuant to the Plan of Allocation, payments from the Net Settlement Fund to Class Members will be made in the same manner in which Class Members received the Transaction Consideration. 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 Plaintiff's Counsel's application for an award of attorneys' fees and litigation expenses, including Plaintiff's application for an incentive award, 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 Plaintiff's Counsel and Defendants' Counsel such that they are received no later than May 30, 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 Plaintiff's Counsel.
Requests for the Notice, and all other inquiries, should be made to Plaintiff's Counsel:
Herbert W. Mondros
Rigrodsky Law, P.A.
300 Delaware Avenue, Suite 210
Wilmington, Delaware 19801
(302) 295-5310
[email protected]
Shane Rowley
Rowley Law PLLC
50 Main Street, Suite 1000
White Plains, NY 10606
(914) 400-1920
[email protected]
BY ORDER OF THE COURT OF
CHANCERY OF THE STATE OF
DELAWARE
1 Any capitalized terms used in this Summary Notice that are not otherwise defined herein shall have the meanings given to them in the Notice. | ||||||
SOURCE Rigrodsky Law, P.A. and Rowley Law PLLC
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