Claims Administrator Angeion Group Announces Proposed Settlement in "W2007 Grace" Class Action

IN THE UNITED STATES DISTRICT COURT
WESTERN DISTRICT OF TENNESSEE WESTERN
DIVISION

DAVID JOHNSON, et al., on behalf of themselves

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and all others similarly situated,

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No. 2:13-cv-2777 (SHM/DKV)

Plaintiffs, 

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v.

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CLASS ACTION

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W2007 GRACE ACQUISITION I, INC., et al.

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Defendants.

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SUMMARY NOTICE OF PROPOSED CLASS ACTION SETTLEMENT

ALL PERSONS WHO OWN(ED) 8.75% SERIES B CUMULATIVE PREFERRED STOCK ("SERIES B PREFERRED STOCK") AND/OR 9.00% SERIES C CUMULATIVE PREFERRED STOCK ("SERIES C PREFERRED STOCK") (COLLECTIVELY, "PREFERRED STOCK") OF W2007 GRACE ACQUISITION I, INC. ("W2007 GRACE") AND EITHER: (1) HELD PREFERRED STOCK AS OF AUGUST 22, 2014 AND CONTINUE TO HOLD THROUGH THE MERGER EFFECTIVE TIME (THE "HOLDER CLASS"); AND/OR, (2) SOLD SOME OR ALL OF THEIR PREFERRED STOCK BETWEEN OCTOBER 25, 2007 AND OCTOBER 8, 2014, INCLUSIVE, AND SUFFERED A LOSS (THE "SELLER CLASS").

YOU ARE HEREBY NOTIFIED that the above-captioned action (the "Action") has been preliminarily certified by the Court to proceed as a class action and that the parties have reached a proposed Stipulation of Settlement ("Stipulation") that fully and completely releases the Classes' claims in consideration of the following: For the Holder Class, W2007 Grace shall present for approval by the holders of Preferred Stock, pursuant to a Proxy Statement, a merger transaction whereby W2007 Grace will be merged with and into another entity and all Preferred Stock (except for Excluded Shares, as defined in the Stipulation) shall be converted into the right to receive $26.00 per share (the "Merger"). In the aggregate, approximately $62 million is to be paid to eligible members of the Holder Class who are not affiliated with Defendants; and for the Seller Class, W2007 Grace shall establish a Seller Class Settlement Fund consisting of $6 million in cash which, after the deductions of certain fees and expenses, shall be distributed on a pro rata basis to eligible Seller Class members who suffered a recognized loss based on the Plan of Allocation.

YOU ARE HEREBY FURTHER NOTIFIED THAT a hearing will be held before the Honorable Samuel H. Mays in the United States District Court for the Western District of Tennessee, 167 North Main Street, Memphis, Tennessee 38103 at 9:30 a.m., on September 11, 2015 in Courtroom 2, to consider whether the proposed Settlement, conditionally approved Class Certification, Plan of Allocation, and/or counsel's application for attorneys' fees, reimbursement of expenses and payment of case contribution awards to the Plaintiffs should be granted final approval as fair, reasonable, and adequate.

IF YOU ARE A MEMBER OF EITHER OR BOTH CLASSES, YOUR RIGHTS WILL BE AFFECTED AND YOU  MAY  BE  ENTITLED TO  SHARE  IN THE SETTLEMENT CONSIDERATION. To participate in the Holder Class, you MUST timely submit your stock certificate(s) and a completed Letter of Transmittal which will be mailed by Computershare Trust Company, N.A. to all known holders of record immediately prior to the Merger Effective Time. If you have not received the Letter of Transmittal, please contact Morrow & Co., LLC at (203) 658-9400 or call toll-free (800) 662-5200. To participate in the Seller Class, you MUST timely submit a valid Proof of Claim postmarked no later than September 18, 2015. If you have not yet received the Notice of Proposed Settlement and/or Proof of Claim Form, visit www.chimicles.com/W2007GraceLitigation or call Class Counsel toll-free (866) 399-2487. Class members who do not submit a complete Letter of Transmittal and/or Proof of Claim Form will be bound by the Settlement, but will not share in the Settlement consideration.

Any objections to  the  proposed  Settlement,  proposed  Plan  of  Allocation, and/ or counsel's application for attorneys' fees, reimbursement of expenses and payment of case contribution awards to Plaintiffs MUST be filed with the Court and delivered to counsel so that they are received by August 21, 2015. Alternatively, class members have the right to request exclusion (or opt-out) from either or both Classes by submitting a written request to the Claims Administrator, which must be received no later than August 21, 2015. Objections and requests for exclusions MUST be completed in accordance with the detailed instructions in the Notice.

PLEASE DO NOT CONTACT THE COURT REGARDING THIS NOTICE.

Direct your inquiries to:

Kimberly M. Donaldson Smith and Catherine Pratsinakis of Chimicles & Tikellis LLP

361 W. Lancaster Avenue, Haverford, PA 19041

www.chimicles.com/W2007GraceLitigation or call toll-free (866) 399-2487

Dated: May 28, 2015   By Order of the United States District Court for the Western District of Tennessee