Bernstein Litowitz Berger & Grossmann LLP Announces Proposed Settlement of Class Action Involving Record and Beneficial Holders of MultiPlan Corporation (f/k/a Churchill Capital Corp III) Common Stock and Warrants
WILMINGTON, Del., Jan. 9, 2023 /PRNewswire/ --
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN RE MULTIPLAN CORP. STOCKHOLDERS LITIGATION
C.A. No. 2021-0300-LWW
SUMMARY NOTICE OF PENDENCY AND PROPOSED
SETTLEMENT OF STOCKHOLDER CLASS ACTION,
SETTLEMENT HEARING, AND RIGHT TO APPEAR
TO: All record and beneficial holders of MultiPlan Corporation (f/k/a Churchill Capital Corp III (“Churchill III”)) (the “Company”) common stock and warrants who purchased, acquired, or held such securities at any time during the period between February 19, 2020 and October 8, 2020, inclusive (the “Class Period”), but excluding the Excluded Persons (as defined in the Stipulation and the Notice) (the “Class”).1
PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.
YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”), that the above-captioned stockholder class action (the “Action”) is pending in the Court.
YOU ARE ALSO NOTIFIED that Plaintiffs Edgar Vaynshteyn (“Lead Plaintiff”) and Anthony Franchi (“Additional Plaintiff,” and together with Lead Plaintiff, “Plaintiffs”), individually and on behalf of the Class; Defendants Michael Klein, Jeremy Paul Abson, Glenn R. August, Mark Klein, Malcolm S. McDermid, Karen G. Mills, Michael Eck, M. Klein and Company, LLC, Churchill Sponsor III, LLC, and The Klein Group, LLC (collectively, “Defendants,” and together with Plaintiffs, the “Parties,” and each a “Party”); and the Company have reached a proposed settlement of the Action for $33,750,000 in cash (the “Settlement Amount”) as set forth in the Stipulation (the “Settlement”), a copy of which is available at www.MultiPlanStockholdersLitigation.com. The Settlement, if approved by the Court, will resolve all claims in the Action.
A hearing (the “Settlement Hearing”) will be held on February 28, 2023, at 1:30 p.m., before The Honorable Lori W. Will, Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiffs and Lead Counsel have adequately represented the Class, and whether Plaintiffs should be finally appointed as Class representatives for the Class and Lead Counsel should be finally appointed as Class counsel for the Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to the Class and in the best interests of the Class; (iv) determine whether the Action should be dismissed with prejudice and the Releases provided under the Stipulation should be granted; (v) determine whether the Order and Final Judgment approving the Settlement should be entered; (vi) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vii) determine whether and in what amount any Fee and Expense Award should be paid to Class Counsel out of the Settlement Fund; (viii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Class Counsel’s application for a Fee and Expense Award; and (ix) consider any other matters that may properly be brought before the Court in connection with the Settlement. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.MultiPlanStockholdersLitigation.com.
If you are a member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at MultiPlan Stockholders Litigation, c/o Epiq Systems, PO Box 2419, Portland, OR 97208-2419, 855-913-3865, or info@MultiPlanStockholdersLitigation.com. A copy of the Notice can also be downloaded from the Settlement website, www.MultiPlanStockholdersLitigation.com.
If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members in accordance with the terms of the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of Eligible Shares held by the Eligible Class Member and (ii) the “Per-Share Recovery” for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares held by all Eligible Class Members. As explained in further detail in the Notice at Paragraphs 29-38, Eligible Class Members do not have to submit a claim form to receive a payment from the Settlement.
Any objections to the Settlement, the proposed Plan of Allocation, or Class Counsel’s application for the Fee and Expense Award must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Lead Counsel, Defendants’ Counsel, and Company Counsel such that they are received no later than February 13, 2023, in accordance with the instructions set forth in the Notice.
Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice. All questions about this Summary Notice, the Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Lead Counsel.
Requests for the Notice should be made to the Settlement Administrator:
MultiPlan Stockholders Litigation
c/o Epiq Systems
PO Box 2419
Portland, OR 97208-2419
Inquiries, other than requests for the Notice, should be made to Lead Counsel:
Mark Lebovitch, Esq.
Bernstein Litowitz Berger & Grossmann LLP
1251 Avenue of the Americas
New York, NY10020
BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE:
Dated: January 9, 2023
1 Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Stipulation and Agreement of Compromise, Settlement, and Release between Plaintiffs, Defendants, and the Company, dated November 17, 2022 (the “Stipulation”). Copies of the Stipulation and the full Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (the “Notice”) are available at the Settlement website, www.MultiPlanStockholdersLitigation.com.
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SOURCE Bernstein Litowitz Berger & Grossmann LLP