NEW YORK, July 11, 2024 /PRNewswire/ —
UNITED STATES DISTRICT COURT
DISTRICT OF DELAWARE
|
JACK WEAVER, Derivatively on Behalf of Plaintiff, v. BRENT MOEN, et al., Defendants, -and- TACTILE SYSTEMS TECHNOLOGY, Nominal Defendant. |
Case No. 1:22-cv-01063-GBW |
SUMMARY NOTICE OF PENDENCY OF DERIVATIVE ACTION, PROPOSED
AGREEMENT OF SETTLEMENT AND RELEASE, AND SETTLEMENT HEARING
TO: ALL CURRENT RECORD HOLDERS AND BENEFICIAL OWNERS OF COMMON STOCK OF TACTILE SYSTEMS TECHNOLOGY, INC. (“TACTILE” OR THE “COMPANY”) AS OF JUNE 6, 2024 (THE “RECORD DATE”) (“CURRENT TACTILE SHAREHOLDERS”).
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT OF WEAVER V. MOEN, ET AL., LEAD CASE NO. 22-CV-01063, A SHAREHOLDER DERIVATIVE ACTION PENDING IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE, AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS. IF THE COURT APPROVES THE SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING THE APPROVAL OF THE PROPOSED SETTLEMENT AND FROM PURSUING THE “RELEASED CLAIMS,” AS DEFINED HEREIN.
THIS ACTION IS NOT A “CLASS ACTION.” THUS, THERE IS NO COMMON FUND UPON WHICH YOU CAN MAKE A CLAIM FOR A MONETARY PAYMENT.
PLEASE TAKE NOTICE that the above-captioned derivative action (the “Derivative Action”) is being settled on the terms set forth in a Stipulation of Settlement, dated June 6, 2024 (the “Stipulation”).1 Notice is hereby provided to you of the proposed settlement (the “Settlement”) of this shareholder derivative lawsuit pursuant to Federal Rule of Civil Procedure 23.1.2 This Notice is provided by Order of the United States District Court for the District of Delaware (the “Court”). It is not an expression of any opinion by the Court. It is to notify you of the terms of the proposed Settlement, and your rights related thereto.
Under the terms of the Stipulation, as a part of the proposed Settlement, Tactile will adopt certain corporate governance enhancements (the “Reforms”). These Reforms are designed to address the claims asserted in the Derivative Action and Litigation Demand3 and plaintiff believes they will enhance Tactile’s internal controls as identified in Exhibit A attached to the Stipulation. Tactile has agreed to maintain the Reforms for a period set forth in the Stipulation, and to take steps necessary to authorize adequate funding for the costs of implementing and maintaining the Reforms.
On August 28, 2024, at 10:00 a.m., in Courtroom 6B of the Honorable Judge Gregory B. Williams, the Court will hold a hearing (the “Settlement Hearing”). The purpose of the Settlement Hearing is to determine (i) whether the Settlement is fair, reasonable and adequate; (ii) whether a final judgment should be entered and the Derivative Action should be dismissed with prejudice pursuant to the Stipulation; (iii) whether to approve up to $485,000.00 in attorneys’ fees and expenses for Plaintiffs’ Counsel and Demand Shareholder’s Counsel; and (iv) such other matters as may be necessary or proper under the circumstances.
Any Current Tactile Shareholder that objects to the Settlement shall have a right to appear and to be heard at the Settlement Hearing, provided that he, she or it was a stockholder of record or beneficial owner as of June 6, 2024. Any Current Tactile Shareholder who satisfies this requirement may enter an appearance through counsel of such shareholder’s own choosing and at such shareholder’s own expense, or may appear on their own. However, no Current Tactile Shareholder shall be heard at the Settlement Hearing unless, no later than August 8, 2024, such shareholder has filed with the Court, a written notice of objection containing the following information:
- Your name, legal address, and telephone number;
- The case name and number (Weaver v. Moen, et al., Case No. 22-cv-01063);
- Proof of being a Current Tactile Shareholder as of the Record Date, June 6, 2024;
- The date(s) you acquired your Tactile shares;
- A statement of your position regarding the matters to be heard at the Settlement Hearing, including the grounds for each objection or the reasons you desire to appear and be heard;
- Notice of whether you intend to appear at the Settlement Hearing (you are not required to appear);
- Copies of any papers you intend to submit to the Court, along with the names of any witness(es) you intend to call to testify at the Settlement Hearing and the subject(s) of their testimony; and
- The identities of any cases, by name, court, and docket number, in which the objector or his, her, or its attorney has objected to a settlement in the last three years.
Only Current Tactile Shareholders who have filed and delivered valid and timely written notices of objection will be entitled to be heard at the Settlement Hearing unless the Court orders otherwise. If you wish to object to the proposed Settlement, you must file the written objection described above with the Court on or before August 8, 2024.
Any Current Tactile Shareholder as of June 6, 2024 who does not make his, her or its objection in the manner provided herein shall be deemed to have waived such objection and shall be forever foreclosed from making any objection to the fairness, reasonableness or adequacy of the Settlement as incorporated in the Stipulation and/or to the requested attorneys’ fees and expenses to Plaintiffs’ Counsel, unless otherwise ordered by the Court, but shall otherwise be bound by the Judgment to be entered and the releases to be given.
You may inspect the Stipulation and other papers in the Action at the Clerk of the Court, 844 North King Street, Unit 18, Wilmington, Delaware 19801-3570, at any time during regular business hours of each business day. You may also visit https://investors.tactilemedical.com/compliance.
PLEASE DO NOT CALL, WRITE, OR OTHERWISE DIRECT QUESTIONS TO EITHER THE COURT OR THE CLERK’S OFFICE. Any questions you have about matters in this Notice should be directed by telephone to Lee Squitieri ([email protected]) at (212) 421-6492 or in writing to Squitieri & Fearon, LLP, 305 Broadway, 7th Floor, New York, New York 10007.
YOUR WRITTEN OBJECTIONS MUST BE ON FILE WITH THE CLERK OF THE COURT NO LATER THAN 20 CALENDAR DAYS BEFORE THE SETTLEMENT HEARING.
The Court Clerk’s Address is: United States District Court, District of Delaware, 844 North King Street, Unit 18, Wilmington, Delaware 19801-3570.
YOU ALSO MUST DELIVER COPIES OF THE MATERIALS TO COUNSEL FOR PLAINTIFF AND COUNSEL FOR DEFENDANTS SO THEY ARE RECEIVED NO LATER THAN 20 CALENDAR DAYS BEFORE THE SETTLEMENT HEARING.
Counsel for Plaintiff:
Lee Squitieri
SQUITIERI & FEARON, LLP
305 Broadway
7th Floor
New York, New York 10007
(212) 421-6492
Counsel for Defendants:
Joseph C. Schoell (#3133)
FAEGRE DRINKER BIDDLE & REATH LLP
222 Delaware Avenue, Suite 1410
Wilmington, Delaware 19801
(302) 467-4200
[email protected]
Matthew Kilby (pro hac vice)
Rory F. Collins (pro hac vice)
Anderson Tuggle (pro hac vice)
FAEGRE DRINKER BIDDLE & REATH LLP
2200 Wells Fargo Center
99 South Seventh Street
Minneapolis, MN 55402
(612) 766-7000
[email protected]
[email protected]
[email protected]
PLEASE DO NOT CONTACT THE COURT REGARDING THIS NOTICE
BY ORDER OF THE COURT UNITED STATES DISTRICT COURT DISTRICT OF DELAWARE
DATED: July 11, 2024
1 This Summary Notice should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation, which has been filed with the United States District Court for the District of Delaware. A link to the Form 8-K filed with the SEC containing the text of the Stipulation may be found on the Company’s website at the Investor Relations page at https://investors.tactilemedical.com/annual-reports-sec-filings. All capitalized terms herein have the same meanings as set forth in the Stipulation.
2 A derivative lawsuit involves claims brought by a shareholder on behalf of a company, rather than on behalf of himself or herself or the other shareholders of the company. The recovery in a derivative action is for the benefit of the company rather than directly for individual shareholders.
3 “Litigation Demand” means the demand served on Tactile and/or members of its Board of Directors on behalf of stockholder Cory Griffin, dated September 2, 2022.
SOURCE Moore Law PLLC
