There is a proposed Settlement of claims against The Phoenix Companies, Inc. (“Phoenix”), its directors, Nassau Reinsurance Group Holdings, L.P. (“Nassau”), and Davero Merger Sub Corp. (collectively with their affiliates, “Defendants”). The proposed Settlement would resolve a lawsuit in which the Plaintiff alleges claims of breaches of fiduciary duties and aiding and abetting such alleged breaches in connection with Nassau’s acquisition of Phoenix (the “Transaction”), including that Defendants allegedly filed materially misleading proxy statements with the United States Securities & Exchange Commission (“SEC”). Defendants denied and continue to deny any wrongdoing. A more complete description of the background of the Action can be found on pages 2-3 of the Notice of Pendency of Class Action, Proposed Settlement of Class Action, Settlement Hearing and Right to Appear (“Long Form Notice”). available by clicking the link below.
On December 10, 2015, the parties executed a Memorandum of Understanding that provided a framework for the Settlement of the Action and on December 11, 2015 Phoenix filed a Form 8-K with the SEC which disclosed certain additional information regarding the Transaction (the “Supplemental Disclosures”). A copy of the Supplemental Disclosures is available below. On December 17, 2015, Phoenix stockholders voted to approve the Transaction and the Transaction closed on June 20, 2016. The proposed Settlement is memorialized in a Stipulation and Agreement of Compromise, Settlement and Release dated September 25, 2016 (the “Stipulation”), and on September 26, 2016 the Court provisionally certified the Action as a mandatory non-opt-out class action. Plaintiff is settling these claims because he believes that the Supplemental Disclosures provided substantial benefit to the stockholders of Phoenix. If finally approved by the Court, the Settlement will resolve the case against Defendants. A full description of the claims being released by class members in connection with the Settlement is available on page 5-6 of the Long Form Notice. The Settlement is explained in detail in the Long Form Notice, and in the Stipulation, both available by clicking the links below.
IF YOU HELD THE PHOENIX COMPANIES, INC. COMMON STOCK FOR THE BENEFIT OF ANOTHER, PLEASE READ THE SECTION ENTITLED “NOTICE TO PERSONS OR ENTITIES HOLDING OWNERSHIP ON BEHALF OF OTHERS” ON PAGE 7 OF THE LONG FORM NOTICE.
You are included if you owned Phoenix common stock at any time during the period beginning on and including September 29, 2015 through and including June 20, 2016 (the “Class”). You may have held these shares through a broker-dealer or other financial intermediary.
What Are My Options?
The Court will hold a hearing in this case on December 16, 2016 at 10 a.m. at 123 Hoyt Street, Stamford, Connecticut to determine whether to (i) approve the Settlement as fair, reasonable and adequate and in the best interests of the Class; (ii) finally certify the Action as a class action, without opt-out rights; (iii) certify Plaintiff as Class representative and determine whether Plaintiff has adequately represented the interests of the Class; (iv) grant the application of counsel for Plaintiff for an award of attorneys’ fees and expenses not to exceed $340,000 (“Fee Application”), which if approved will be paid by Phoenix (or its successor-in-interest or insurers); (v) enter an Order and Final Judgment (“Judgment”) approving the Settlement terms and dismissing the Action with prejudice in accordance with the terms of the Stipulation; and (vi) rule on any objections to the Settlement (“Settlement Hearing”). Any member of the Class who objects to the certification of the Class, the Stipulation or Settlement, the Judgment to be entered in the Action, and/or the Fee Application or who otherwise wishes to be heard, must file and serve an objection by December 6, 2016. A full explanation of how to object and to appear at the Settlement Hearing can be found on pages 4-5 of the Long Form Notice, available by clicking on the link below. You may attend the Settlement Hearing personally or by Counsel and ask to be heard by the Court, but you do not have to. If you do not take any action, you will be legally bound by the Settlement and any orders or Judgments entered in the Action, and will fully, finally, and forever give up any rights to prosecute certain claims against the Defendants.
Notice of Pendency of Class Action, Proposed Settlement of Class Action, Settlement Hearing and Right to Appear (Long Form Notice). Click here to view or download
Form 8-K (Supplemental Disclosures). Click here to view or download
Stipulation and Agreement of Compromise, Settlement and Release (Stipulation). Click here to view or download
Court Ordered Legal Notice. Click here to view or download