NEW YORK, Jan. 28, 2015 /PRNewswire/ --
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN RE ATHLON ENERGY, INC.
C.A. No. 10250-VCG
SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS ACTION, SETTLEMENT FAIRNESS HEARING, AND RIGHT TO APPEAR
All persons and entities who or which held Athlon Energy Inc. ("Athlon" or the "Company") common stock at any time from September 29, 2014 through and including November 13, 2014, the date of consummation of the merger between Athlon and Alenco Acquisition Company Inc. ("Merger Sub"), an indirect, wholly owned subsidiary of Encana Corporation ("Encana") (the "Class Period"), excluding Defendants (defined below) and their immediate family members, any entity in which any Defendant has or had a controlling interest, and any successors in interest thereto (the "Class"). Members of the Class are referred to herein as "Class Members."
PLEASE READ THIS NOTICE CAREFULLY, YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.
YOU ARE HEREBY NOTIFIED that, pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), the Court of Chancery of the State of Delaware (the "Court") has preliminarily certified the above-captioned litigation (the "Action") as a non-"opt out" class action on behalf of the Class.
YOU ARE ALSO NOTIFIED that plaintiffs in the Action, Gary Shayne, Maxine Phillips, Mandle Rousseau, and The City of Cambridge Retirement System (collectively, "Plaintiffs") have reached a proposed settlement of the Action (the "Settlement"), that, if approved, will resolve all claims in the Action.
A hearing will be held on April 14, 2015, at 10:00 a.m. ET, before Vice Chancellor Sam Glasscock III at the Court of Chancery of the State of Delaware, 500 North King Street, Wilmington, Delaware 19801 (the "Settlement Fairness Hearing"). At the Settlement Fairness Hearing, the Court will, among other things: (a) determine whether the certification of the Class should be made final; (b) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation and Agreement of Settlement dated December 19, 2014 (the "Stipulation")1 is fair, reasonable and adequate to the Class, and should be approved by the Court; (c) determine whether the Judgment should be entered dismissing the Action with prejudice against Defendants pursuant to the Stipulation; (d) determine whether the application by Co-Lead Counsel for an award of attorneys' fees and Litigation Expenses should be approved; (e) hear and consider any objections to the Settlement, final certification of the Class, or Co-Lead Counsel's application for an award of attorneys' fees and Litigation Expenses; and (f) consider any other matters that may properly be brought before the Court in connection with the Settlement.
If you are a Class Member, 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 Notice Administrator at In re Athlon Energy, Inc. Stockholder Litigation, P.O. Box 6177, Novato, CA 94948-6177. Copies of the Notice can also be downloaded from the website, www.classaction.kccllc.net/AthlonEnergyStockholderLitigation, or by calling the Notice Administrator toll-free at 1-877-450-8807.
As consideration for the Settlement, the parties to the Merger Agreement agreed to modify or waive certain terms of the Merger Agreement, which Delaware Plaintiffs contend made it easier and less costly for any potential third party bidders to come forward and make a higher offer to acquire Athlon. Additionally, Encana agreed to waive the requirement that certain stockholders must tender their shares in the Tender Offer. Athlon and Encana also agreed to make certain supplemental disclosures regarding the process leading up to the signing of the Merger Agreement, which Delaware Plaintiffs contend aided the Class Members in making a fully informed decision regarding whether to tender their shares. A more detailed description of the Settlement consideration is set forth in the Notice.
Any objections to the proposed Settlement or Co-Lead Counsel's motion for an award of attorneys' fees and Litigation Expenses must be filed with the Court and delivered to representative counsel for Plaintiffs and Defendants such that they are received no later than April 4, 2015, in accordance with the instructions set forth in the Notice.
Please note that there is no proof of claim form for Class Members to submit in connection with the Settlement. Also, because the Class was preliminarily certified as a non-"opt-out" class, Class Members do not have the right to exclude themselves from the Class.
Please do not call or write to the Court or the Register in Chancery regarding this notice. All questions, other than requests for the Notice, should be made to Co-Lead Counsel:
BERNSTEIN LITOWITZ BERGER
& GROSSMANN LLP
Mark Lebovitch, Esq.
1285 Avenue of the Americas
New York, NY 10019
Robbins Geller Rudman
& Dowd LLP
David T. Wissbroecker, Esq.
655 West Broadway, Suite 1900
San Diego, CA 92101
Requests for the Notice should be made to the Notice Administrator:
In re Athlon Energy, Inc. Stockholder Litigation
By Order of the Court of Chancery
1 All capitalized terms used in this notice that are not otherwise defined herein shall have the meanings provided in the Stipulation.
SOURCE Bernstein Litowitz Berger & Grossmann LLP