If you held shares of Ingram Micro Inc. between February 17, 2016 and December 5, 2016, this Notice contains important information regarding the dismissal of a putative class action concerning the acquisition of Ingram Micro Inc., and an agreement to pay attorneys’ fees and expenses to counsel for Plaintiff in that action.
The purpose of this notice is to inform former stockholders of Ingram Micro Inc. (“Ingram Micro”) about developments with respect to the litigation in the Delaware Court of Chancery styled Scheiner v. Ingram Micro Inc., et al., C.A. No. 12380-VCMR (the “Action”).
On February 17, 2016, Ingram Micro announced the proposed acquisition of Ingram Micro by affiliates of HNA Group Co., Ltd. (“HNA Group”) for $38.90 per share in cash, pursuant to a definitive agreement and plan of merger filed with the United States Securities and Exchange Commission (“SEC”) on February 17, 2016 (the “Transaction”).
On May 19, 2016, Ingram Micro filed a Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) with the SEC in connection with the Transaction.
On May 25, 2016, a purported Ingram Micro stockholder (“Plaintiff”) commenced the Action by filing a Verified Class Action Complaint (the “Complaint”) in the Delaware Court of Chancery, alleging claims for breach of fiduciary duty against the Board of Directors (the “Board”) of Ingram Micro and aiding and abetting against HNA Group, Tianjin Tianhai Investment Company, Ltd. and GCL Acquisition, Inc. in connection with the Transaction.
On May 25, 2016, Plaintiff filed a Motion for Expedited Proceedings in the Delaware Court of Chancery.
On June 2, 2016, Ingram Micro filed a supplement to the Proxy Statement on Form DEF14A with the SEC that Plaintiff believes addressed and mooted the claims raised in the Complaint regarding the sufficiency of the disclosures in the Proxy Statement.
On June 21, 2016, Ingram Micro stockholders voted to approve the Transaction, which closed on December 5, 2016.
On March 13, 2017, the Delaware Court of Chancery entered a Stipulation and Order dismissing the Action with prejudice as to Plaintiff, and without prejudice as to any other putative class member, and retaining jurisdiction solely for the purpose to determine Plaintiff’s counsel’s anticipated application for an award of attorneys’ fees and reimbursement of expenses based upon the alleged benefits provided by certain supplemental disclosures set forth in the supplement to the Proxy Statement (the “Fee and Expense Application”).
After negotiations, Ingram Micro has agreed to make a fee and expense payment to Plaintiff’s counsel in the Action in the amount of $142,500 to resolve the Fee and Expense Application. The Delaware Court of Chancery has not been asked to review, and will pass no judgment on, this payment of fees and expenses or its reasonableness.
If you have any questions regarding the Action, please contact the attorneys below:
RIGRODSKY & LONG, P.A.
Seth D. Rigrodsky (#3147)
Brian D. Long (#4347)
Gina M. Serra (#5387)
Jeremy J. Riley (#5791)
2 Righter Parkway, Suite 120
Wilmington, DE 19803
Attorneys for Plaintiff
MORRIS, NICHOLS, ARSHT & TUNNELL LLP
William M. Lafferty (#2755)
1201 North Market Street, 16th Floor
Wilmington, DE 19801
Attorneys for Defendants