YOU ARE ALSO NOTIFIED that, after arms-length negotiations, Plaintiff Greater Pennsylvania Carpenters’ Pension Fund (“Plaintiff”), on behalf of itself, Snap, and the Class, has reached a proposed settlement with Defendants. The Defendants are Snap, Evan Spiegel, Robert Murphy, Kelly Coffey, Joanna Coles, Liz Jenkins, Michael Lynton, Stanley Meresman, Scott Miller, Poppy Thorpe, and Fidel Vargas.
This Summary Notice advises Snap stockholders and potential members of the Class of information about the Action and the proposed Settlement. You may obtain a copy of the Long-Form Notice by contacting the Settlement Administrator at A.B. Data, Ltd. at 1-877-495-0883 or info@snapstockholderlitigation.com. A copy of the Long-Form Notice can also be downloaded from the Settlement website, www.snapstockholderlitigation.com. The Stipulation is on file with the Office of the Register in Chancery for the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801.
If approved by the Court, the Settlement will resolve all claims in the Action as against Defendants. If you are a Snap stockholder and/or a member of the Class, your rights will be affected by the pending Action and the Settlement.
A settlement hearing (the “Settlement Hearing”) will be held on September 7, 2023 at 11:00 a.m., before the Court at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801 for the Court to: (a) determine whether the provisional class action certification should be made final; (b) determine whether Plaintiff should be finally certified as class representative and Plaintiff’s counsel finally certified as class counsel, and whether Plaintiff and Plaintiff’s counsel have adequately represented the interests of the Class in the Action; (c) determine whether the proposed Settlement, on the terms and conditions provided for in the Stipulation, is fair, reasonable, and adequate and in the best interests of Snap, the Class, and the Current Stockholders; (d) determine whether the Court should finally approve the Settlement and enter the Judgment as provided in the Stipulation, finally certifying the Class, dismissing the Action against Defendants with prejudice, and extinguishing and releasing the Released Claims; and (e) consider Plaintiff’s counsel’s application for an award of attorneys’ fees and expenses (the “Fee and Expense Application”). The Court will also hear and consider any objections to the proposed Settlement, the class action determination, and Plaintiff’s counsel’s Fee and Expense Application. Any objections must be filed with the Register in Chancery and delivered to counsel for the parties such that they are received no later than August 23, 2023, in accordance with the instructions in the Long-Form Notice.
The Court has reserved the right to change the date or time of the Settlement Hearing, including consideration of Plaintiff’s counsel’s Fee and Expense Application, without further notice to Snap stockholders or the Class other than by announcement at the Settlement Hearing or any adjournment thereof, or notation on the docket in the Action.
The Action and Settlement address Plaintiffs’ claims (i) that Snap violated Section 242(b)(2) of the Delaware General Corporation Law by not obtaining a separate vote of Class A shares on an amendment to its certificate of incorporation (the “Charter Amendment”), and (ii) that Snap’s board of directors (the “Board”) and its Co-Founders breached their fiduciary duties in connection with the Charter Amendment, the Stock Dividend (as defined in the Stipulation), and the related agreements. Defendants deny any and all allegations of wrongdoing, liability, violations of law, or damages arising out of or related to any of the conduct, statements, acts, or omissions alleged in the Action, and maintain that their conduct was at all times proper, in the best interests of Snap and its stockholders, and in compliance with applicable law. Defendants have nevertheless determined to settle the Action on the terms and conditions set forth in the Stipulation to eliminate the uncertainty, risk, burden, and expense of further litigation, and to permit the operation of Snap without further distraction and diversion of its Board and personnel with respect to the Action.
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