Bottini & Bottini, Inc., Announces Notice of Proposed Settlement of Class Action For All Minority Shareholders of Aerogrow International, Inc., Who Held Aerogrow Stock as of The Effective Date For The Merger, February 26, 2021
LA JOLLA, Calif., Jan. 8, 2026 /PRNewswire/ --
EIGHTH JUDICIAL DISTRICT COURT
CLARK COUNTY, NEVADA
OVERBROOK CAPITAL LLC, on Behalf
AEROGROW INTERNATIONAL, INC., Defendants. |
Case No. A-21-827665-B (Lead Case)
Dep't. No. XIII
SUMMARY NOTICE OF PROPOSED
[EXHIBIT A-2] |
NICOYA CAPITAL LLC, on Behalf of
- and - AEROGROW INTERNATIONAL, INC., Defendants. |
Case No.: A-21-827745-B
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NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
TO: |
ALL MINORITY SHAREHOLDERS OF AEROGROW INTERNATIONAL, INC. WHO HELD AEROGROW STOCK AS OF THE EFFECTIVE DATE FOR THE MERGER1 AND HAD THE RIGHT TO RECEIVE THE MERGER CONSIDERATION, AS WELL AS THEIR SUCCESSORS AND ASSIGNS.
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YOU ARE HEREBY NOTIFIED that a hearing will be held on April 30, 2026, at 9:00 a.m., before the Honorable Mark R. Denton, at the Eighth Judicial District Court, Clark County, Nevada, Dept. 13, 200 Lewis Ave, Las Vegas, NV 89101, to determine whether: (1) the proposed settlement ("Settlement") of the above-captioned action as set forth in the Stipulation and Agreement of Settlement dated December 10, 2025 ("Stipulation"}2 for $15,978,202.50 should be approved by the Court as fair, reasonable, and adequate; (2) the Judgment as provided under the Stipulation should be entered; (3) the Court should approve the requested Fee and Expense Award to Plaintiffs' Counsel (as defined in the Notice of Proposed Settlement of Class Action ("Notice"), which is discussed below); (4) Plaintiffs should receive service awards for representing the Class out of the Settlement Fund and, if so, in what amount; and (5) the Plan of Allocation should be approved by the Court as fair, reasonable, and adequate.
This Action is a shareholder class action brought on behalf of all Persons who held the common stock of AeroGrow International, Inc. ("AeroGrow") as of the Effective Date for AeroGrow's merger with SMG Growing Media, Inc. (the "Merger"), and had the right to receive the Merger Consideration, against AeroGrow, The Scotts Miracle-Gro Company, and certain of their current and/or former officers, directors, and subsidiaries (collectively, "Defendants") for, among other things, allegedly breaching their fiduciary duties, and aiding and abetting the breach of fiduciary duties, in connection with the Merger. Defendants deny all Plaintiffs' allegations.
IF YOU HELD COMMON STOCK OF AEROGROW ON FEBRUARY 26, 2021 AND HAD THE RIGHT TO RECEIVE THE MERGER CONSIDERATION, YOUR RIGHTS MAY BE AFFECTED BY THE SETTLEMENT OF THIS ACTION.
To share in the distribution of the Settlement Fund, you need not take any action at this time. Following the Effective Date, the Administrator shall distribute the Net Settlement Fund to eligible class members on a per-share basis. Class Members do not have to submit a claim form or take any other action in order to receive payment. If you are a member of the Class and do not request exclusion therefrom, you will be bound by the Settlement and any judgment and releases entered in the Action.
RECEIPT OF THIS NOTICE DOES NOT NECESSARILY MEAN THAT YOU ARE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT. ONLY PERSONS WHO HELD SHARES OF AEROGROW COMMON STOCK AS OF THE EFFECTIVE DATE OF THE MERGER AND HAD THE RIGHT TO RECEIVE CONSIDERATION FOR SUCH SHARES, OTHER THAN THE EXCLUDED PERSONS AND THOSE WHO OWNED DISSENTERS SHARES,3 ARE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT.
If you have not received a copy of the Notice, which more completely describes the Settlement and your rights thereunder (including your right to object to the Settlement), you may obtain these documents, as well as a copy of the Stipulation (which, among other things, contains definitions for the defined terms used in this Summary Notice) and other settlement documents online at www.aerogrowshareholderlitigation.com or by writing to:
AeroGrow ShareholderLitigation
c/o A.B. Data Ltd.
P.O. Box 173047
Milwaukee, WI 53217
877-261-8296
Inquiries should NOT be directed to Defendants, Defendants' Counsel, the Court, or the Clerk of the Court. Inquiries, other than requests for the Notice or for a Proof of Claim, may be made to Class Counsel:
BOTTINI & BOTTINI, INC.
Francis A. Bottini, Jr.
7817 Ivanhoe Avenue, Suite 102
La Jolla, CA 92037
858-914-2001
IF YOU DESIRE TO BE EXCLUDED FROM THE CLASS, YOU MUST SUBMIT A REQUEST FOR EXCLUSION SUCH THAT IT IS POSTMARKED BY MARCH 9, 2026, IN THE MANNER AND FORM EXPLAINED IN THE NOTICE. ALL MEMBERS OF THE CLASS WHO HAVE NOT REQUESTED EXCLUSION FROM THE SETTLEMENT CLASS WILL BE BOUND BY THE SETTLEMENT.
IF YOU ARE A CLASS MEMBER, YOU HAVE THE RIGHT TO OBJECT TO THE SETTLEMENT, THE PLAN OF ALLOCATION, THE REQUEST BY PLAINTIFFS' COUNSEL FOR THE FEE AND EXPENSE AWARD, AND/OR THE PAYMENT OF SERVICE AWARDS TO PLAINTIFFS FOR REPRESENTING THE CLASS. ANY OBJECTIONS MUST BE FILED WITH THE COURT AND SENT TO CLASS COUNSEL AND DEFENDANTS' COUNSEL BY MARCH 31, 2026, IN THE MANNER AND FORM EXPLAINED IN THE NOTICE.
DATED: December 18, 2025 BY ORDER OF THE EIGHTH JUDICIAL
DISTRICT, CLARK COUNTY, NEVADA
1 The Effective Date for the Merger was February 26, 2021.
2 The Stipulation can be viewed and/or downloaded at www.aerogrowshareholderlitigation.com. All capitalized terms used herein have the same meaning as set forth in the Stipulation.
3 "Dissenters Shares" means the shares of AeroGrow stock as to which dissenters' rights in connection with the Merger were properly exercised by those AeroGrow shareholders pursuant to NRS Chapter 92A.300-500 and who are respondents in the matter captioned AeroGrow International, Inc. v. Quadre Investments, L.P., et al., Case No. A-21-836612-B.
SOURCE Bottini & Bottini, Inc.
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