NEW YORK, Feb. 19, 2024 /PRNewswire/ —
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
|
VLADIMIR FISHEL, derivatively on behalf of SIRIUS XM HOLDINGS INC. and directly on behalf of himself and all other similarly situated stockholders of SIRIUS XM HOLDINGS INC., Plaintiff, v. LIBERTY MEDIA CORPORATION, GREGORY B. MAFFEI, JAMES E. MEYER, JENNIFER WITZ, EVAN D. MALONE, DAVID A. BLAU, ROBIN P. HICKENLOOPER, MICHAEL RAPINO, DAVID ZASLAV, EDDY W. HARTENSTEIN, JAMES P. HOLDEN, JONELLE PROCOPE, KRISTINA M. SALEN, and CARL E. VOGEL, Defendants, – and – SIRIUS XM HOLDINGS INC., Nominal Defendant. |
C.A. No. 2021-0820-KSJM
|
SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT
OF STOCKHOLDER CLASS AND DERIVATIVE ACTION,
SETTLEMENT HEARING, AND RIGHT TO APPEAR
TO: All holders of Sirius XM Holdings Inc. (“Sirius XM” or the “Company”) common stock as of the close of trading on January 5, 2024 (the “Settlement Date”) (the “Settlement Class”).
Certain persons and entities are excluded from the Settlement Class by definition, as set forth in the full Notice of Pendency and Proposed Settlement of Stockholder Class and Derivative Action, Settlement Hearing, and Right to Appear (the “Notice”), available at www.SiriusXMStockholdersLitigation.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 or in the Stipulation and Agreement of Settlement, Compromise, and Release dated January 8, 2024 (the “Stipulation”), which is also available at www.SiriusXMStockholdersLitigation.com.
PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS AND DERIVATIVE ACTION LAWSUIT PENDING IN THIS COURT.
YOU ARE HEREBY NOTIFIED that the above-captioned consolidated stockholder class and derivative action (the “Action”) is pending in the Court of Chancery of the State of Delaware (the “Court”).
YOU ARE ALSO NOTIFIED that (i) Plaintiff Vladimir Fishel (“Plaintiff”), derivatively on behalf of Sirius XM and directly on behalf of himself and the other members of the Settlement Class; (ii) nominal defendant Sirius XM; (iii) defendant Liberty Media Corporation (“Liberty Media”); and (iv) defendants Gregory B. Maffei, James E. Meyer, Jennifer Witz, Evan D. Malone, David A. Blau, Robin P. Hickenlooper, Michael Rapino, David Zaslav, Jonelle Procope, Kristina M. Salen, and Carl E. Vogel (the “Director Defendants”, and together with Sirius XM and Liberty Media, “Defendants”) (Plaintiff and Defendants, together, the “Parties”) have reached a proposed settlement of the Action for $36,000,000.00 (United States Dollars) in cash (the “Settlement”). The terms and conditions of the Settlement are stated in the Stipulation. If approved by the Court, the Settlement will resolve the Action and all claims therein.
A hearing (the “Settlement Hearing”) will be held on April 8, 2024, at 11:00 a.m. (or at such other time as may be directed by the Court), before The Honorable Kathaleen St. J. McCormick, Chancellor, either in person at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Settlement Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiff and Plaintiff’s Lead Counsel have adequately represented the Settlement Class, and whether Plaintiff should be finally appointed as Class Representative for the Settlement Class and Plaintiff’s Lead Counsel should be finally appointed as Class Counsel for the Settlement Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to Plaintiff, the other members of the Settlement Class, and the Company, and is in each of their best interests; (iv) determine whether the proposed Order and Final Judgment approving the Settlement, dismissing the Action with prejudice, and granting the Releases provided under the Stipulation should be entered; (v) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) determine whether and in what amount any Fee and Expense Award should be paid out of the Settlement Fund, including any Incentive Award to Plaintiff to be paid solely from any Fee and Expense Award; (vii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or the Fee and Expense Application, including any Incentive Award to Plaintiff; and (viii) 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, time, or format of the hearing or updates regarding remote or in-person appearances at the hearing, will be posted to the Settlement website, www.SiriusXMStockholdersLitigation.com.
If you were a registered or beneficial owner of Sirius XM common stock as of the close of trading on the Settlement Date, your rights will be affected by the pending Action and the Settlement, and members of the Settlement Class 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 by mail at Sirius XM Stockholders Litigation, c/o A.B. Data, Ltd., PO Box 173108, Milwaukee, WI 53217; by telephone at 877-888-8694; or by email at [email protected]. A copy of the Notice can also be downloaded from the Settlement website, www.SiriusXMStockholdersLitigation.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. 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 shares of Sirius XM common stock held by the Eligible Class Member as of the close of trading on January 5, 2024 (the Settlement Date) (“Eligible Shares”) and (ii) the “Per-Share Recovery”, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares held by all Eligible Class Members. As explained in further detail in the Notice, Eligible Class Members do not have to submit a claim form to receive a payment from the Net Settlement Fund.
Any objections to the proposed Settlement, the proposed Plan of Allocation, or the Fee and Expense Application must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff’s Lead Counsel and Defendants’ Counsel such that they are received no later than March 25, 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 Summary Notice. All questions about this Summary Notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiff’s Lead Counsel.
Requests for the Notice should be made to the Settlement Administrator:
Sirius XM Stockholders Litigation
c/o A.B. Data, Ltd.
PO Box 173108
Milwaukee, WI 53217
877-888-8694
[email protected]
www.SiriusXMStockholdersLitigation.com
Inquiries, other than requests for the Notice, should be made to Plaintiff’s Lead Counsel:
Jeroen van Kwawegen
Bernstein Litowitz Berger & Grossmann LLP
1251 Avenue of the Americas, 44th Floor
New York, NY 10020
800–380–8496
[email protected]
BY ORDER OF THE COURT
OF CHANCERY OF THE
STATE OF DELAWARE
SOURCE Bernstein Litowitz Berger & Grossmann LLP
