Notice to Former Coca-Cola Enterprises, Inc. Stockholders Regarding Litigation Challenging the Merger with Coca-Cola Iberian Partners SA and Coca-Cola Erfrischungsgetränke
NEW YORK, Nov. 18, 2016 /PRNewswire/ -- The purpose of this notice is to inform you of recent developments with respect to the litigation in the Court of Chancery for the State of Delaware (the "Court") captioned in In re Coca-Cola Enterprises, Inc. Stockholders Litigation, Consol. C.A. No. 11492-VCS (the "Action"), previously described in securities filings made by Coca-Cola Enterprises, Inc. ("CCE") and Coca-Cola European Partners PLC ("CCEP").
On September 10, 2015, Plaintiff John Wilhelm filed a purported class action complaint the Court captioned Wilhelm v. Coca-Cola Enterprises, Inc., C.A. No. 11492-VCS. On September 11, 2015, Plaintiff Thomas Ackerman filed a purported class action complaint with the Court captioned Ackerman v. Brock, C.A. No. 11501-VCS. On September 22, 2015, Plaintiff Robert Freedman filed a purported class action complaint with the Court captioned Freedman v. Coca-Cola Enterprises, Inc., C.A. No. 11533-VCS. On January 1, 2016, the Court entered an order consolidating the three actions under the caption In re Coca-Cola Enterprises, Inc. Stockholders Litigation, Consol. C.A. No. 11492-VCS, and a consolidated class action complaint (the "Complaint") was filed on March 2, 2016. The Complaint challenged the proposed transaction by which CCE merged into MergeCo and continued as an indirect wholly-owned subsidiary of CCEP (the "Transaction").
The Complaint named as defendants the members of the board of directors of CCE (the "Individual Defendants"), CCE, Coca-Cola Co. ("Coca-Cola"), Orange U.S. HoldCo, LLC ("HoldCo") and Orange MergeCo, LLC ("MergeCo," and collectively with the Individual Defendants, CCE, Coca-Cola and HoldCo, the "Defendants"). The Complaint alleged that the Individual Defendants breached their fiduciary duties, and that Coca-Cola, HoldCo and MergeCo aided and abetted those breaches, by failing to adequately inform themselves of the value of CCE, conducting a process that inhibited the maximization of value for CCE stockholders, and failing to disclose certain material information in the Form F-4 Registration Statement filed by CCEP with the U.S. Securities and Exchange Commission (the "SEC") on December 15, 2015. The Complaint sought, among other relief, a preliminary injunction to prevent consummation of the Transaction, rescission of the Transaction in the event of its consummation, and recovery of costs in the Action, including reasonable attorneys' fees and expenses.
On May 11, 2016, CCE made additional disclosures (the "Supplemental Disclosures") by filing a Schedule 14A with the SEC. The Supplemental Disclosures tracked the disclosure claims raised by Plaintiffs in their Complaint. Plaintiffs and their counsel determined that the Supplemental Disclosures mooted certain claims set forth in the Complaint. On May 24, 2016, CCE announced that over 79% of the outstanding shares of CCE stock, and over 99% of the shares present at the special meeting of stockholders held to consider the Transaction, voted to approve the Transaction. On May 28, 2016, the Transaction was consummated.
Following consummation of the Transaction, Plaintiffs and their counsel concluded that, without impairing the rights of absent class members, the prospects for additional relief in the Action did not warrant continued litigation by Plaintiffs of the remaining claims asserted in the Action. Plaintiffs therefore agreed to voluntarily dismiss the Action with prejudice only as to the plaintiffs named in the Action. On July 12, 2016, the Court entered a Stipulation and Order Concerning Plaintiffs' Voluntary Dismissal of the Action and the Anticipated Application of Plaintiffs' Counsel for an Award of Attorneys' Fees and Expenses (the "Dismissal Order"). The Dismissal Order dismissed the Action as moot and dismissed the claims asserted in the Complaint with prejudice as to the named plaintiffs and without prejudice as to other members of the purported class. The Court of Chancery retained jurisdiction over the Action solely for the purpose of adjudicating the anticipated application by Plaintiffs' counsel for an award of attorneys' fees and expenses.
Subsequent to the entry of the Dismissal Order, Plaintiffs' counsel and Defendants' counsel engaged in extensive arm's-length discussions regarding the payment of attorneys' fees and reimbursement of expenses to Plaintiffs' counsel. CCEP has agreed to pay Plaintiffs' counsel attorneys' fees in the amount of $425,000, inclusive of expenses.
On November 17, 2016, the Court approved a Stipulation and Order Concerning Dismissal of the Action and Approving Notice, entered into by the parties, which provided for the payment of $425,000 in attorneys' fees and expenses to Plaintiffs' counsel, the final dismissal and closing of the Action, and the provision of notice to stockholders of the payment to Plaintiffs' counsel. The Court has not been asked to review, and will pass no judgment on, the payment or amount of the agreed-upon fee to Plaintiffs' counsel or its reasonableness.
Levi & Korsinsky, LLP at (212) 363-7500 or toll free at (877) 363-5972.
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SOURCE Levi & Korsinsky, LLP
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