SAN FRANCISCO, Jan. 25, 2021 /PRNewswire/ -- Twitter, Inc.
(NYSE: TWTR) today announced that it has entered into a binding
agreement to settle the shareholder derivative lawsuits pending in
the Court of Chancery of the State of
Delaware (the "Court") and the
United States District Court for the District of
Delaware against the Company and
certain current and former directors and officers. The proposed
settlement resolves all claims asserted against Twitter and the
other named defendants in the derivative lawsuits without any
liability or wrongdoing attributed to them personally or the
Company.
Under the terms of the proposed settlement, the Twitter Board of
Directors will adopt and implement certain corporate governance
modifications. In addition, Twitter's insurers will pay the company
$38 million to be used for general
corporate purposes. The settlement will not require Twitter to make
any payment, aside from covering certain administrative costs
related to the settlement, such as those associated with publishing
and mailing shareholder notice.
The settlement agreement is subject to final approval by the
Court. The Court has scheduled the final approval hearing for
March 19, 2021 at 11:00 a.m., Eastern Time, at the Court of
Chancery of the State of Delaware,
Leonard L. Williams Justice
Center, 500 North King Street, Wilmington, Delaware 19801 (or by telephonic
or video means as may be designated by the Court in the interest of
public safety), to consider approval of the settlement agreement.
Stockholders have the right to object to the settlement agreement.
The deadline for the submission by stockholders of an objection to
the settlement agreement is February 26,
2021, twenty-one calendar days prior to the hearing.
Additional information regarding the proposed settlement can be
found in the below Summary Notice of Proposed Settlement of
Stockholder Derivative Action and at
www.twitter.com/i/en/landing/2021derivativesettlement.
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IN THE COURT OF CHANCERY OF THE STATE
OF DELAWARE
|
ATUL VERMA,
derivatively on behalf of Nominal
Defendant, TWITTER, INC., Plaintiff,
v.
RICHARD COSTOLO,
ANTHONY NOTO, JACK
DORSEY, MARJORIE SCARDINO, DAVID
ROSENBLATT, EVAN WILLIAMS, PETER CURRIE,
PETER FENTON, and PETER CHERNIN, Defendants,
-and-
TWITTER,
INC., Nominal
Defendant.
|
C.A. No.
2019-0509-PAF
|
BASSETT FAMILY TRUST,
derivatively and on
behalf of TWITTER, INC.,
Plaintiff,
v.
RICHARD COSTOLO;
ANTHONY NOTO; JACK
DORSEY; PETER FENTON; DAVID ROSENBLATT;
MARJORIE SCARDINO; EVAN WILLIAMS; PETER
CHERNIN; PETER CURRIE; OMID KORDESTANI;
PATRICK PICHETTE; DEBRA LEE; MARTHA LANE
FOX; NGOZI OKONJO-IWEALA; BRET TAYLOR;
ROBERT ZOELLICK; Defendants,
-and-
TWITTER, INC., a
Delaware corporation,
Nominal
Defendant.
|
C.A. No.
2019-0806-PAF
|
SUMMARY NOTICE OF PROPOSED SETTLEMENT
OF
STOCKHOLDER DERIVATIVE ACTION
The Delaware Court of Chancery authorized this
Notice.
This is not a solicitation from an
attorney
TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF TWITTER, INC.
("TWITTER") COMMON STOCK (TICKER SYMBOL: TWTR) AS OF THE CLOSE OF
BUSINESS ON DECEMBER 17, 2020
("CURRENT TWITTER STOCKHOLDERS").
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS
ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY THIS LITIGATION. THIS
NOTICE RELATES TO A PROPOSED SETTLEMENT AND DISMISSAL OF
STOCKHOLDER DERIVATIVE LITIGATION AND CONTAINS IMPORTANT
INFORMATION REGARDING YOUR RIGHTS. YOUR RIGHTS MAY BE AFFECTED BY
LEGAL PROCEEDINGS IN THIS ACTION.
IF THE COURT APPROVES THE SETTLEMENT AND
DISMISSAL OF THE ACTION, CURRENT TWITTER STOCKHOLDERS WILL BE
FOREVER BARRED FROM CONTESTING THE APPROVAL OF THE PROPOSED
SETTLEMENT AND FROM PURSUING THE SETTLED CLAIMS.
THE COURT HAS MADE NO FINDINGS OR DETERMINATIONS
WITH RESPECT TO THE MERITS OF THE ACTION. THE RECITATION OF THE
BACKGROUND AND CIRCUMSTANCES OF THE SETTLEMENT CONTAINED HEREIN
DOES NOT CONSTITUTE THE FINDINGS OF THE COURT. IT IS BASED ON
REPRESENTATIONS MADE TO THE COURT BY COUNSEL FOR THE PARTIES.
PLEASE TAKE NOTICE that the above-captioned stockholder
derivative actions are being settled, and the parties have entered
into an Amended Stipulation and Agreement of Settlement, dated
December 17, 2020 (the
"Stipulation"). The terms of the proposed Settlement are set forth
in the Stipulation, and all capitalized terms herein have the same
meaning as defined in the Stipulation. This notice should be read
in conjunction with, and is qualified in its entirety by reference
to, the text of the Stipulation, which has been filed with the
Court. A further notice describing the Derivative Actions along
with the text of the Stipulation is available for review as an
exhibit to a Form 8-K filed with the SEC by Twitter on January 25, 2021 and is also available at
twitter.com/i/en/landing/2021derivativesettlement.
In consideration of the proposed Settlement, the Individual
Defendants will cause their insurance carriers to pay $38 million in cash to Twitter. Additionally,
Twitter's Board will adopt, implement, and maintain changes to
Twitter's corporate governance.
IF YOU ARE A CURRENT RECORD BENEFICIAL OWNER OF TWITTER COMMON
STOCK AS OF DECEMBER 17, 2020, YOUR
RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS LITIGATION.
On March 19, 2021 at 11:00 a.m., a hearing (the "Settlement Hearing")
will be held before the Honorable Paul A. Fioravanti, Jr at the
Court of Chancery of the State of
Delaware (the "Court"), Leonard L. Williams Justice Center, 500 North King
Street, Wilmington, Delaware 19801
(or by telephonic or video means as may be designated by the Court
in the interest of public safety) to: (a) determine whether the
Settlement is fair, reasonable, and adequate to Plaintiffs,
Twitter, and its stockholders, and should be approved by the Court;
(b) determine whether a Final Order and Judgment should be entered
dismissing with prejudice the Derivative Actions and extinguishing
and releasing the Released Claims; (c) determine whether the
application by Plaintiffs' Counsel for an award of attorneys' fees
and reimbursement of litigation expenses ("Fee and Expense
Application"), and for a service award to each of the five named
Plaintiffs ("Service Award Application"), should be approved; (d)
hear and consider any objections to the Settlement or the Fee and
Expense Application and the Service Award Application to be
submitted by Plaintiffs' Counsel; and (e) consider any other
matters concerning the Settlement that may properly be brought
before the Court. The Court may adjourn the date of the Settlement
Hearing without further notice to Current Twitter Stockholders, and
the Settlement Hearing may be continued by the Court at the
Settlement Hearing, or at any adjourned session thereof, without
further notice.
Any Current Twitter Stockholder as of December 17, 2020 shall have the right to appear
and to be heard at the Settlement Hearing. However, no stockholder
shall be heard at the Settlement Hearing unless, at least
twenty-one (21) calendar days prior to the date of the Settlement
Hearing, such stockholder has filed with the Court and delivered to
counsel for the Settling Parties a written notice of objection in
accordance with the requirements below. Only stockholders who have
filed and delivered validly and timely written notices of objection
will be entitled to be heard at the Settlement Hearing unless the
Court orders otherwise.
Any written notice of objection must contain the following
information:
(a) a written and signed notice of intention to appear, which
states the name, address, telephone number, and email address (if
available) of the objector and, if represented, of his, her, or its
counsel;
(b) proof that the objector owned Twitter common stock as of the
date of the execution of the Stipulation and continues to hold such
shares; and
(c) a written, detailed statement of the Person's objections to
any matter before the Court, and the specific grounds therefor or
the reasons why such Person desires to appear and to be heard, as
well as all documents and writings which such Person desires the
Court to consider, including any legal and evidentiary support.
If you wish to object to the settlement, you must file a written
objection setting forth the grounds for such objection and the
information listed above with the Court on or before 21 calendar
days before the Settlement Hearing, with service to: (a) counsel to
Plaintiff the Bassett Family Trust, Thomas
A. Uebler, McCollom D'Emilio Smith Uebler LLC, Little Falls
Centre Two, 2751 Centerville Road, Suite 401, Wilmington, Delaware 19808; (b) counsel to
Plaintiff Atul Verma, Robert K.
Beste, Smith Katzenstein & Jenkins LLP, 1000 N. West St.
#501, Wilmington, Delaware 19899;
(c) counsel to Plaintiffs Jim Porter, Ernesto Espinoza, and Francis Fleming, Blake
A. Bennett, Cooch and Taylor, P.A., The Nemours Building,
1007 N. Orange St., Suite 1120, Wilmington, Delaware 19801; (d) counsel to
Defendants, Raymond J. DiCamillo,
Richards, Layton & Finger, P.A., 920 North King Street,
Wilmington, Delaware 19801.
Unless the Court orders otherwise, your objection will not be
considered unless it is timely filed with the Court and delivered
to the above counsel. Any Person who fails to object in the
manner provided shall be deemed to have waived such objection and
shall forever be foreclosed from making any objection to the
fairness, reasonableness, or adequacy of the proposed settlement as
set forth in the Stipulation and the Judgment, or to the award of
attorneys' fees and expenses to Plaintiffs' Counsel, unless
otherwise ordered by the Court. Current Twitter Stockholders who
have no objection to the settlement do not need to appear at the
Settlement Hearing or take any other action.
Inquiries may be made to Plaintiffs' Counsel: (a) counsel to
Plaintiff the Bassett Family Trust, Thomas
A. Uebler, McCollom D'Emilio Smith Uebler LLC, Little Falls
Centre Two, 2751 Centerville Road, Suite 401, Wilmington, Delaware 19808; (b) counsel to
Plaintiff Atul Verma, Robert K.
Beste, Smith Katzenstein & Jenkins LLP, 1000 N. West St.
#501, Wilmington, Delaware 19899;
or (c) counsel to Plaintiffs Jim Porter, Ernesto Espinoza, and
Francis Fleming, Blake A. Bennett, Cooch and Taylor, P.A., The
Nemours Building, 1007 N. Orange St., Suite 1120, Wilmington,
Delaware 19801.
DO NOT CALL OR WRITE THE COURT OR THE OFFICE
OF
THE REGISTER IN CHANCERY REGARDING THIS
NOTICE.
Dated: December 28, 2020
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SOURCE Twitter, Inc.