Notice of Pendency and Proposed Settlement of In re: Tile Shop Holdings, Inc. Litigation, Consol. C.A. No. 2019-0892-SG (Del. Ch.)

SEATTLE, Sept. 8, 2020 /PRNewswire/ --

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

IN RE TILE SHOP HOLDINGS, INC. LITIGATION
Consol. C.A. No. 2019-0892-SG

SUMMARY NOTICE OF PROPOSED SETTLEMENT OF CLASS AND
DERIVATIVE ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR

This notice is for (1) all record and beneficial holders of Tile Shop Holdings, Inc. ("Tile Shop" or the "Company") common stock as of October 18, 2019 (the "Settlement Class") and (2) all holders of Tile Shop common stock as of June 30, 2020 ("Current Stockholders").

Certain persons and entities are excluded from the Settlement Class by definition, as set forth in the full Notice of Proposed Settlement of Class and Derivative Action, Settlement Hearing, and Right to Appear (the "Notice"), available at www.TileShopStockholderLitigation.com.

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

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Delaware Court of Chancery (the "Court"), that the above-captioned class and derivative action (the "Action") is pending in the Court.

YOU ARE ALSO NOTIFIED that Plaintiffs in the Action, on behalf of themselves and the Settlement Class and derivatively on behalf of the Nominal Defendant Tile Shop, have reached a proposed settlement of the Action for $12 million in cash and certain non-monetary benefits as described in the Notice (the "Settlement").  If approved, the Settlement will resolve all claims in the Action.

A hearing (the "Settlement Hearing") will be held on October 12, 2020 at 1:30 p.m., before Vice Chancellor Sam Glasscock III, either in person at the Court of Chancery of the State of Delaware, Sussex County Courthouse, 34 The Circle, Georgetown, DE 19947, or by telephone or video conference (in the discretion of the Court), to determine, among other things: (i) whether the Action may be permanently maintained as a non-opt out class action and whether the Settlement Class should be certified permanently, for purposes of the Settlement, pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2); (ii) whether Plaintiffs may be permanently designated as representatives for the Settlement Class and Lead Counsel as counsel for the Settlement Class, and whether Plaintiffs and Lead Counsel have adequately represented the interests of the Settlement Class in the Action; (iii) whether the proposed Settlement on the terms and conditions provided for in the Stipulation of Settlement dated August 7, 2020 (the "Stipulation") is fair, reasonable, and adequate to the Settlement Class and the Company, and should be approved by the Court; (iv) whether a Judgment, substantially in the form attached as Exhibit B to the Stipulation should be entered dismissing the Action with prejudice against Defendants; (v) whether the proposed Plan of Allocation of the Net Cash Settlement Fund is fair and reasonable, and should therefore be approved; (vi) whether the application by Lead Counsel for an award of attorneys' fees, reimbursement of litigation expenses, and incentive awards for Plaintiffs should be approved; and (vii) to consider any other matters that may properly be brought before the Court in connection with the Settlement. 

The ongoing COVID-19 health emergency is a fluid situation that creates the possibility that the Court may decide to conduct the Settlement Hearing by video or telephonic conference, or otherwise allow Class Members and Current Stockholders to appear at the hearing by phone or video, without further written notice to Class Members or Current Stockholders.  In order to determine whether the date and time of the Settlement Hearing have changed, or whether Class Members and Current Stockholders must or may participate by phone or video, it is important that you monitor the Court's docket and the Settlement website, www.TileShopStockholderLitigation.com, before making any plans to attend the Settlement Hearing.  Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or telephonic or video appearances at the hearing, will be posted to the Settlement website, www.TileShopStockholderLitigation.com.  Also, if the Court requires or allows Class Members and Current Stockholders to participate in the Settlement Hearing by telephone or video conference, the information needed to access the conference will be posted to the Settlement website, www.TileShopStockholderLitigation.com.

If you are a member of the Settlement Class or a Current Stockholder, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Cash Settlement Fund.  If you have not yet received the Notice and Claim Form, you may obtain copies of these documents by contacting the Claims Administrator at:  Tile Shop Stockholder Litigation, c/o JND Legal Administration, P.O. Box 91376, Seattle, WA 98111, 1-877-313-0184, [email protected].  Copies of the Notice and Claim Form can also be downloaded from the Settlement website, www.TileShopStockholderLitigation.com.

If you are a member of the Settlement Class, in order to be eligible to receive a payment from the Settlement, you must submit a Claim Form postmarked no later than January 8, 2021.  If you are a Class Member and do not submit a proper Claim Form, you will not be eligible to receive a payment from the Settlement, but you will nevertheless be bound by any judgments or orders entered by the Court in the Action.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Lead Counsel's motion for attorneys' fees and expenses must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Lead Counsel and Defendants' Counsel such that they are received no later than October 2, 2020, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this notice.  All questions about this notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Claims Administrator or Lead Counsel.

Requests for the Notice and Claim Form should be made to:

Tile Shop Stockholder Litigation
c/o JND Legal Administration
P.O. Box 91376
Seattle, WA 98111
1-877-313-0184
info@ TileShopStockholderLitigation.com
www.TileShopStockholderLitigation.com

Inquiries, other than requests for the Notice and Claim Form, should be made to Lead Counsel:

Mark Lebovitch, Esq.
Bernstein Litowitz Berger & Grossmann LLP
1251 Avenue of the Americas, 44th Floor
New York, NY 10020
1-800-380-8496
[email protected]

BY ORDER OF THE COURT OF
CHANCERY OF THE STATE OF DELAWARE

SOURCE JND Legal Administration