Prickett, Jones & Elliott, P.A. and Kessler Topaz Meltzer & Check, LLP Announce Summary Notice of Pendency and Proposed Settlement of Class Action in ExamWorks Securities Litigation

WILMINGTON, Del., July 14, 2017 /PRNewswire/ --

SUMMARY NOTICE OF PENDENCY AND
PROPOSED SETTLEMENT OF CLASS ACTION

TO: All former record holders and beneficial owners of common stock of ExamWorks Group, Inc. ("ExamWorks") who owned such stock at any time during the period from April 26, 2016 through and including July 27, 2016, together with their legal representatives, heirs, successors in interest, transferees or assignees.

PLEASE READ THIS NOTICE CAREFULLY.  YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), that the above-captioned action (the "Action") has been previously certified as a non-opt-out class action on behalf of a Class as defined in an Order of the Delaware Court of Chancery (the "Court") dated February 17, 2017 and proposed to be confirmed as described in the full printed Notice of Pendency and Proposed Settlement of Class Action (the "Notice").

The Action challenges the acquisition of ExamWorks by Leonard Green & Partners, L.P., Gold Parent, L.P. and Gold Merger, Co., Inc. (collectively, the "Leonard Green Defendants") for $35.05 per share (the "Merger" and "Merger Consideration"), which was announced on April 27, 2016 and consummated on July 27, 2016 (the "Closing").  Plaintiff asserted claims alleging that each member of the ExamWorks Board of Directors and certain ExamWorks executive officers breached their fiduciary duties to Plaintiff and the Class in connection with the Merger.  Plaintiff also asserted claims against the Leonard Green Defendants, Evercore Group, L.L.C., Goldman, Sachs & Co., and Paul Hastings LLP for allegedly aiding and abetting the alleged breaches of fiduciary duty.

YOU ARE ALSO HEREBY NOTIFIED that the Plaintiff in the Action has reached a proposed settlement of the Action on the terms and conditions set forth in the Stipulation and Agreement of Compromise and Settlement entered into by and among Plaintiff and Defendants on May 5, 2017 (the "Stipulation").  The proposed settlement provides for (i) a partial settlement for a cash payment of $40,000,000.00 by or on behalf of ExamWorks, the ExamWorks Board of Directors, and the Leonard Green Defendants, and (ii) a partial settlement for a cash payment of $46,500,000.00 by or on behalf of Paul Hastings LLP (each a "Partial Settlement" and together, the "Settlement") for a total cash payment of U.S. $86,500,000.00 for the benefit of the Class (the "Settlement Amount").  If approved, the Settlement will resolve all claims in the Action as well as all claims that ExamWorks or its Board of Directors had or purportedly had against Paul Hastings LLP.   

Any award by the Court to Plaintiff's counsel for attorneys' fees and reimbursement of litigation expenses (the "Fee and Expense Award") will be deducted from the Settlement Amount.  The costs of administering the Settlement will likewise be deducted from the Settlement Amount (the "Net Settlement Amount").  The Settlement Amount, net of the Fee and Expense Award and Administrative Costs (as defined in the Stipulation and the Notice), will be distributed to members of the Class that owned ExamWorks common stock when the Merger closed on July 27, 2016 and received or were entitled to receive the Merger Consideration as prescribed in the Plan of Allocation that is further described in the Notice.

A settlement hearing will be held on September 12, 2017 at 10:00 a.m. at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, to determine, among other things, whether (i) the Court should finally confirm certification of the Action as a non-opt-out class action on behalf of the Class and confirm appointment of Plaintiff as Class Representative and Plaintiff's counsel as Class Counsel; (ii) the proposed Settlement should be approved as fair, reasonable, adequate, and in the best interests of the Class; (iii) the requirements of the rules of the Court and due process have been satisfied in connection with notice of the proposed Settlement; (iv) the Action should be dismissed with prejudice and the Released Claims specified and defined in the Stipulation (and in the Notice) should be released; (v) the proposed plan of allocation of the Net Settlement Amount should be approved as fair and reasonable; and (vi) Plaintiff's counsel's application for an award of attorneys' fees and reimbursement of expenses should be approved.

IF YOU ARE A MEMBER OF THE CLASS, YOUR RIGHTS WILL BE AFFECTED BY THE PENDING ACTION AND THE SETTLEMENT.  If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at:

ExamWorks Settlement Administration
c/o A.B. Data Ltd.
P.O. Box 173037
Milwaukee, WI  53217
877-257-1113
[email protected]

Any objections to the class determination, proposed Settlement, either Partial Settlement, Judgment to be entered in the Action, and/or Plaintiff's counsel's application for an award of attorneys' fees and reimbursement of expenses, must be filed with the Register in Chancery and delivered to Plaintiff's counsel and a representative of Defendants' counsel such that they are received no later than August 29, 2017, in accordance with the instructions set forth in the Notice.

PLEASE DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE REGISTER IN CHANCERY REGARDING THIS NOTICE. Inquiries, other than requests for the Notice, may be made to the following Plaintiff's counsel:

Paul A. Fioravanti, Jr.
PRICKETT, JONES & ELLIOTT, P.A.
1310 N. King Street
Wilmington, DE 19801

SOURCE Prickett, Jones & Elliott, P.A.