WILIMINGTON, Del., Jan. 31, 2018 /PRNewswire/ -- The following statement is being issued by Friedlander & Gorris, P.A. and Bernstein Litowitz Berger & Grossmann LLP regarding the Sorrento Therapeutics, Inc. Stockholder Action:
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
YVONNE WILLIAMS, on behalf of herself and similarly situated Sorrento Therapeutics, Inc. stockholders and derivatively on behalf of Sorrento Therapeutics, Inc.,
Plaintiff,
v.
HENRY JI, WILLIAM S. MARTH, KIM D. JANDA, JAISIM SHAH, DAVID H. DEMING, DOUGLAS EBERSOLE, GEORGE NG, AND ERAGON VENTURES, LLC,
Defendants,
and
SORRENTO THERAPEUTICS, INC.,
Nominal Defendant. | C.A. No. 12729-VCMR |
SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER ACTION, SETTLEMENT FAIRNESS HEARING,
AND RIGHT TO APPEAR
TO: All holders of Sorrento Therapeutics, Inc. ("Sorrento" or the "Company") common stock as of December 22, 2017 (the "Settlement Class").
PLEASE READ THIS NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A STOCKHOLDER CLASS AND DERIVATIVE LAWSUIT PENDING IN THIS COURT.
YOU ARE HEREBY NOTIFIED that the above-captioned stockholder class and derivative action (the "Action") is pending in the Court of Chancery of the State of Delaware (the "Court"), and that, pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2), the Court has preliminarily certified the Action as a non-"opt-out" class action on behalf of the Settlement Class.
YOU ARE ALSO NOTIFIED that plaintiff Yvonne Williams ("Plaintiff"), on behalf of herself and the Settlement Class, and derivatively on behalf of the Company, has reached a proposed settlement of the Action (the "Settlement") with defendants Henry Ji, William S. Marth, Kim D. Janda, Jaisim Shah, David H. Deming, Douglas Ebersole, and George Ng (collectively, the "Individual Defendants"); defendant Eragon Ventures, LLC ("Eragon," and together with the Individual Defendants, the "Defendants"); and nominal defendant Sorrento.
As consideration for the Settlement, Defendants have agreed to cancel all remaining options, warrants and shares issued in five subsidiaries of Sorrento to the Individual Defendants and certain executives of Sorrento; cancel a sale of stock in a Sorrento subsidiary to Eragon; for two other stock sales to Eragon, Eragon would either pay for the stock by December 31, 2017, with interest, or, as occurred, return the stock to the subsidiary; for any shares in that subsidiary retained by Eragon, Eragon will no longer have super-voting rights; a committee of disinterested and independent directors with expert advice and independent legal counsel must approve all future related-party transactions and subsidiary equity grants; all future stock plans at the subsidiaries will be submitted to a vote of the Sorrento stockholders; and a voting agreement that provided the Board with the power to vote 2.75% of Sorrento's stock in its direction will be voted in the same proportion that all other unaffiliated stockholders vote. If approved by the Court, the Settlement will resolve all claims asserted against Defendants in the Action.
If you are a Class Member, your rights will be affected by the pending Action and the Settlement. A full-printed Notice of Pendency and Proposed Settlement of Stockholder Action, Settlement Fairness Hearing, and Right to Appear (the "Notice") is currently being mailed to potential Class Members. If you have not yet received the Notice, you may obtain a copy by contacting the Settlement Administrator at Sorrento Stockholder Litigation c/o KCC Class Action Services, P.O. Box 404020, Louisville, KY 40233-4020, 1-866-657-1976. Copies of the Notice can also be downloaded from http://sorrentotherapeutics.com/notices/.
Inquiries, other than requests for the Notice, may be made to Plaintiff's Lead Counsel:
Christopher Foulds, Esq. Friedlander & Gorris, P.A. 1201 N. Market St., Ste. 2200 Wilmington, DE 19801 1-302-573-3500 | David Wales, Esq. Bernstein Litowitz Berger & Grossmann LLP 1251 Avenue of the Americas New York, NY 10020 1-800-380-8496 |
A hearing will be held on April 3, 2018, at 2:00 p.m., before Vice Chancellor Montgomery-Reeves at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King St., Wilmington, DE 19801 (the "Settlement Fairness Hearing"). At the Settlement Fairness Hearing, the Court will, among other things: (a) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Settlement Class and the Company, and should be approved by the Court; (b) determine whether the Judgment should be entered dismissing the Action with prejudice against Defendants; (c) determine whether to approve the application by Lead Counsel for an award of attorneys' fees and reimbursement of Litigation Expenses to Plaintiffs' Counsel and an incentive award to Plaintiff; and (d) consider any other matters that may properly be brought before the Court in connection with the Settlement.
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 Lead Counsel and Defendants' Counsel such that they are received no later than March 5, 2018, in accordance with the instructions set forth in the Long-Form Notice.
Please note that there is no proof of claim form for Class Members to submit in connection with the Settlement. Also, because the Settlement Class was certified as a non-"opt-out" class, Class Members do not have the right to exclude themselves from the Class.
DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF
THE REGISTER IN CHANCERY REGARDING THIS NOTICE.
Dated: January 19, 2018 | BY ORDER OF THE COURT OF | |
CHANCERY OF THE STATE OF | ||
DELAWARE |
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SOURCE Friedlander & Gorris, P.A. and Bernstein Litowitz Berger & Grossmann LLP
