PHILADELPHIA, July 22, 2024 /PRNewswire/ — The following statement is being issued by Kroll Settlement Administration regarding Hessler v. McGee et al., Civ. No. 2:21-cv-05335-GJP (E.D.Pa.).
TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF THE COMMON STOCK OF ADAPTHEALTH, CORP. CURRENTLY AND AS OF JUNE 25, 2024, EXCLUDING DEFENDANTS AND ANY ENTITY IN WHICH THEY HAVE A CONTROLLING INTEREST AND OFFICERS AND DIRECTORS OF THE COMPANY AND THEIR LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS, OR ASSIGNS.
YOU ARE HEREBY NOTIFIED, that the shareholder derivative action entitled Hessler v. McGee et al., Civ. No. 2:21-cv-05335-GJP (E.D. Pa.) is being settled on the terms set forth in a Stipulation of Settlement, dated April 23, 2024 (the “Stipulation” or “Settlement”). This 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 Eastern District of Pennsylvania. The text of the Stipulation and the full-length Notice of Pendency and Proposed Settlement of Shareholder Derivative Action (“Notice”) may be found at www.adapthealthderivativesettlement.com. All capitalized terms herein have the same meanings as set forth in the Stipulation.
Under the terms of the proposed Settlement, AdaptHealth will adopt and maintain certain corporate governance measures that serve as the basis for the resolution of the claims asserted in this derivative litigation (the “Corporate Governance Reforms”). The Company has agreed to maintain the Corporate Governance Reforms for no less than six (6) years.1 The Corporate Governance Reforms are detailed in their entirety in Exhibit A to the Stipulation. Defendants have also agreed to pay an award of attorneys’ fees, reimbursement of expenses, and service awards, if any, for Plaintiff and Plaintiff’s Counsel in an aggregate amount not to exceed $935,000.00, subject to Court approval (the “Fee and Expense Award”).
On November 13, 2024 at 10:00 a.m., a settlement fairness hearing will be held before the Honorable Gerald J. Pappert, at the United States District Court for the Eastern District of Pennsylvania, Courtroom 11-A, James A. Byrne U.S. Courthouse 601 Market Street, Philadelphia, PA 19106 (the “Settlement Hearing”). At the Settlement Hearing, the Court will: (a) determine whether Plaintiff and Plaintiff’s Counsel have adequately represented the interests of AdaptHealth and its stockholders; (b) determine whether the proposed Settlement is fair, reasonable, adequate, and in the best interests of AdaptHealth and its stockholders; (c) determine whether the Notice fully satisfies the requirements of Rule 23.1 and due process; (d) determine whether a judgment should be entered dismissing the Derivative Action with prejudice against Defendants; (e) determine whether the motion by Plaintiff’s Counsel for the Fee and Expense Award should be approved; (f) hear and determine any objections to the Settlement or the motion by Plaintiff’s Counsel for the Fee and Expense Award; and (g) consider any other matters that may properly be brought before the Court.
Any AdaptHealth stockholder who wishes to object to the Settlement may appear and be heard at the Settlement Hearing, provided that they (a) were a stockholder of record or beneficial owner as of June 25, 2024, and (b) filed a timely notice of objection in the manner and form described in the Notice. Any AdaptHealth stockholder may enter an appearance through counsel of their own choosing and at their own expense or may appear on their own. Any objections must be on file with the Court, and served on counsel for both parties so that they are received no later than October 23, 2024.
Any person or entity who fails to object or otherwise request to be heard in the manner and form described in the Notice will be deemed to have waived the right to object to any aspect of the Settlement as incorporated in the Stipulation or otherwise to be heard (including the right to appeal) and will be forever barred from raising such objection in this or any other action or proceeding, and, unless otherwise ordered by the Court, shall be bound by the Final Judgment to be entered and the releases to be given.
Inquiries, other than requests for the Notice, may be made to:
Plaintiff’s Counsel:
Gregory M. Nespole
LEVI & KORSINSKY, LLP
33 Whitehall Street, 17th Floor
New York, New York 10004
Telephone: (212) 363-7500
[email protected]
Joseph C. Kohn
KOHN, SWIFT & GRAF, P.C.
1600 Market Street, Suite 2500
Philadelphia, Pennsylvania 19103
Telephone: (215) 238-1700
[email protected]
Defendants’ Counsel:
Todd G. Cosenza
WILLKIE FARR & GALLAGHER LLP
787 Seventh Avenue
New York, New York 10019
Telephone: (212) 728-8000
[email protected]
Dani R. James
KRAMER LEVIN NAFTALIS & FRANKEL LLP
1177 Avenue of the Americas
New York, New York 10036
Telephone: (212) 715-9100
[email protected]
PLEASE DO NOT CONTACT THE COURT REGARDING THIS NOTICE.
DATED: June 25, 2024
1 Any Corporate Governance Reform relating to the composition of AdaptHealth’s Board of Directors will be implemented in the next election cycle following Final Approval.
SOURCE Kroll Settlement Administration
