WILMINGTON, Del., Feb. 3, 2016 /PRNewswire/ --
In re GFI Group Inc. Stockholder Litigation
Consolidated C.A. No. 10136-VCL (Del. Ch.)
SUPPLEMENT TO NOTICE OF SETTLEMENT HEARING
The purpose of this Supplemental Notice is to inform GFI stockholders that a second Settlement Hearing regarding final approval of the proposed Settlement of the In re GFI Group Inc. Stockholder Litigation, Consolidated C.A. No. 10136-VCL will be held before the Delaware Court of Chancery on February 26, 2016 at 10:00 a.m., at the New Castle County Courthouse, 500 N. King St., Wilmington, Delaware, 19801.
The Court held the initial settlement hearing on November 24, 2015. At the initial hearing, the Court (i) requested additional information from Plaintiffs regarding the proposed Settlement, and (ii) awarded a mootness fee to Plaintiffs' counsel of $4 million for benefits conferred prior to the Settlement. In response to the Court's request, on December 7, 2015, Plaintiffs filed a Supplemental Brief in further support of the proposed Settlement, along with an Amendment to the Stipulation and Agreement of Settlement entered into by the settling parties on December 7, 2015 to modify the Class definition and clarify the scope of the Class release. Copies of the Supplemental Brief and the Amendment are available on the Settlement website, www.GFIStockholderLitigation.com.
Pursuant to the Amendment to the Stipulation, the settling parties agreed to modify the definition of the Settlement Class to reflect a revised Class Period that ends on August 24, 2015, the date that the parties executed the Memorandum of Understanding to settle the Action. Pursuant to the Amendment, the settling parties also agreed to clarify the scope of the Class release to make clear that the Settlement does not release any claims based on actions, events or conduct occurring after August 24, 2015 except solely to the extent that such claims relate to the consummation of the Back-End Mergers (as defined in the Notice of Settlement Hearing, dated October 13, 2015). Furthermore, the settling parties agreed to amend the Stipulation so that the "Effective Date" of the Settlement does not occur until the closing of the Back-End Mergers. The Back-End Mergers occurred on January 12, 2016.
The Court is expected to consider whether to approve the Settlement, as amended, at the February 26, 2016 Settlement Hearing, as well as Plaintiffs' Counsel's request for an award of fees and expenses in the amount of $3.6 million for benefits conferred by the Settlement.
Pursuant to the terms of the Settlement, the $10.75 million Net Settlement Fund will be distributed on a pro rata basis to GFI public stockholders not excluded from the Class by definition who: (i) tendered their GFI shares to BGC in the 2015 tender offer, or (ii) did not tender their GFI shares but were cashed out in the public Back-End Merger. Under the amended settlement agreement, Class members who did not tender their shares will be eligible to share in the Net Settlement Fund to the extent that they held shares at the date of the public Back-End Merger. If, however, a non-tendering Class member sold their shares prior to the date of the public Back-End Merger, their right to share in the Net Settlement Fund will be deemed to have been transferred to the purchaser of their shares as the successor-in-interest to their claims, and only the individual or entity who was ultimately cashed out in the public Back-End Merger will be entitled to payment from the Net Settlement Fund. A copy of the Back-End Merger Agreement is available on the Settlement website, www.GFIStockholderLitigation.com.
Please note that this a summary notice only. The full terms of the Settlement, including the definitions of the defined terms used herein, are set forth in the Stipulation and the Amendment to the Stipulation, which are available on the Settlement website, www.GFIStockholderLitigation.com.
SOURCE Grant & Eisenhofer P.A., Kessler Topaz Meltzer & Check, LLP, and Bernstein Litowitz Berger & Grossmann LLP