WILMINGTON, Del., Dec. 15, 2015 /PRNewswire/ -- The following statement is being issued by Prickett, Jones & Elliott, P.A.; Bernstein Litowitz Berger & Grossmann LLP; Kessler Topaz Meltzer & Check, LLP; and Robbins Geller Rudman & Dowd LLP regarding the In re Globe Specialty Metals, Inc., Stockholders Litigation, Consol. C.A. No. 10865-VCG (Del. Ch.).
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN RE GLOBE SPECIALTY METALS, INC. STOCKHOLDERS LITIGATION, Consol. C.A. No. 10865-VCG
SUMMARY NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT, SETTLEMENT HEARING AND RIGHT TO APPEAR
TO: All record and beneficial holders of common stock of Globe Specialty Metals, Inc. ("Globe") who hold such stock at any time during the period from February 22, 2015 through and including the date of the consummation of the Proposed Transaction (as defined below) and who were allegedly damaged as a result of Defendants' conduct alleged in the Consolidated Complaint filed in the above-captioned consolidated stockholder class action lawsuit (the "Litigation") on June 15, 2015 (the "Settlement Class").
PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.
YOU ARE HEREBY NOTIFIED, pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2) and an Order of the Delaware Court of Chancery (the "Court"), that the Litigation has been preliminarily certified as a non-opt out class action on behalf of the Settlement Class, except for certain persons and entities who are excluded from the Settlement Class by definition as set forth in the full printed Notice of Pendency of Class Action, Proposed Settlement, Settlement Hearing and Right to Appear (the "Notice").
YOU ARE ALSO HEREBY NOTIFIED that Plaintiffs have reached a proposed settlement of the Litigation (the "Settlement") on the terms and conditions set forth in the Stipulation and Agreement of Settlement entered into by and among Plaintiffs and Defendants on October 30, 2015 (the "Stipulation"). The proposed Settlement provides for a cash payment of $32.5 million (the "Cash Payment") and various corporate benefits for the benefit of the Settlement Class, in addition to certain supplemental information provided to the Globe board of directors and stockholders prior to the Settlement as a consequence of the Litigation. If approved, the Settlement will resolve all claims in the Litigation.
A settlement hearing will be held on February 10, 2016 at 1:00 p.m. at the Court of Chancery of the State of Delaware, 34 The Circle, Georgetown, DE 19947, to determine, among other things, (i) whether the proposed Settlement should be approved as fair, reasonable, and adequate; (ii) whether the Litigation should be dismissed with prejudice and the Releases specified and described in the Stipulation (and in the Notice) should be granted; and (iii) whether Lead Counsel's application for an award of attorneys' fees and reimbursement of expenses should be approved.
IF YOU ARE A MEMBER OF THE SETTLEMENT CLASS, YOUR RIGHTS WILL BE AFFECTED BY THE PENDING LITIGATION AND THE SETTLEMENT. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at (855) 907-3147. Copies of the Notice can also be downloaded from the settlement website, www.GlobeSpecialtyMetalsStockholdersLitigation.com.
If you hold shares of Globe common stock that are exchanged for shares of Ferroglobe PLC ("Ferroglobe") common stock in the proposed merger between Globe and Grupo FerroAtlántica, S.A.U. (the "Proposed Transaction"),1 which as of the date this notice was approved for publication, Defendants anticipated will close in the fourth quarter of 2015, you are eligible to receive a distribution from the Cash Payment. If you are eligible to receive a distribution, you do not have to submit a claim form in order to receive your share of the Settlement proceeds. If the Settlement is approved, the Proposed Transaction closes, and certain other conditions of the Settlement specified and described in the Stipulation (and in the Notice) are satisfied, your distribution from the Cash Payment will be paid to you directly in the same manner in which you receive your shares of Ferroglobe common stock in the Proposed Transaction.
Any objections to the proposed Settlement and/or Lead Counsel's application for an award of attorneys' fees and reimbursement of litigation expenses, must be filed with the Register in Chancery and delivered to Representative Lead Counsel and Representative Defendants' Counsel such that they are received no later than January 29, 2016, in accordance with the instructions set forth in the Notice.
PLEASE DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE REGISTER IN CHANCERY REGARDING THIS NOTICE. Inquiries, other than requests for the Notice, may be made to the following Lead Counsel:
Corinne Elise Amato, Esq.
Prickett, Jones & Elliott, P.A.
1310 North King Street
Wilmington, DE 19801
Requests for the Notice should be made to:
In Re Globe Specialty Metals, Inc. Stockholders Litigation
PO Box 9349
Dublin, OH 43017-4249
DATED: December 15, 2015
BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE
1 Pursuant to the Proposed Transaction, Globe and FerroAtlántica will combine in an all-stock transaction under a new holding company named VeloNewco Limited, which will be renamed Ferroglobe PLC. Upon the closing of the Proposed Transaction, shares of Globe common stock will be exchanged for shares of Ferroglobe common stock.
SOURCE Prickett, Jones & Elliott, P.A.; Bernstein Litowitz Berger & Grossmann LLP; Kessler Topaz Meltzer & Check, LLP; and Robbins Geller Rudman & Dowd LLP