IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
REVOCABLE TRUST, on behalf of
itself and all similarly situated
holders of TRIBUNE PUBLISHING
COMPANY, a Delaware corporation,
CAROL CRENSHAW, PHILIP G.
FRANKLIN, TERRY JIMENEZ,
DANA GOLDSMITH NEEDLEMAN,
RICHARD A. RECK, TRIBUNE
PUBLISHING COMPANY, and
C.A. No. 2020-0716-KSJM
SUMMARY NOTICE OF PENDENCY AND PROPOSED
SETTLEMENT OF CLASS ACTION, SETTLEMENT FAIRNESS
HEARING, AND RIGHT TO APPEAR
TO: All record holders and all beneficial owners of Tribune Publishing Company (“Tribune”) common stock who held or owned such stock as of July 28, 2020 and who continue to hold such stock through and including February 9, 2021 (the “Settlement Class”). Members of the Settlement Class are referred to herein as “Class Members.”
Please read this notice carefully. your rights will be affected by a class action lawsuit pending in this court.
YOU ARE HEREBY NOTIFIED that the above-captioned class action (the “Action”) is pending in the Delaware Court of Chancery (the “Court”).
YOU ARE ALSO NOTIFIED that the Plaintiff in the Action, on behalf of itself and the Settlement Class, has reached a proposed settlement of the Action (the “Settlement”), which, if approved by the Court, will resolve all claims in the Action. Pursuant to the Settlement, Defendants have agreed to amend Tribune’s Rights Agreement to (a) increase the triggering threshold from 10% to 15% ownership, (b) amend the “Acting in Concert” definition, and (c) amend the definition of “Passive Investor.” A more detailed description of the Settlement terms, as well as a description of the history of the litigation and an explanation of Class Members’ legal rights with respect to the Settlement, is set forth in the full Notice of Pendency and Proposed Settlement of Class Action, Settlement Fairness Hearing, and Right to Appear (the “Notice”). If you have not yet received the Notice, you may obtain a copy by contacting Tribune Shareholder Litigation, c/o Epiq, PO Box 2857, Portland, OR 97208-2857. A copy of the Notice can also be downloaded from the websites https://investor.tribpub.com/settlement and www.TribuneShareholderLitigation.com.
A hearing (the “Settlement Fairness Hearing”) will be held on April 15, 2021 at 11:00 a.m., before Vice Chancellor Kathaleen St. J. McCormick, either in person at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether the Action may be permanently maintained as a non-opt out class action and whether the Settlement Class should be certified permanently, for purposes of the Settlement, pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2); (ii) determine whether Plaintiff may be permanently designated as representative for the Settlement Class and Plaintiff’s Counsel as counsel for the Settlement Class, and to determine whether Plaintiff and Plaintiff’s Counsel have adequately represented the interests of the Settlement Class in the Action; (iii) 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 should be approved by the Court; (iv) determine whether a Judgment substantially in the form attached as Exhibit B to the Stipulation and Agreement of Settlement, Compromise, and Release dated February 9, 2021 should be entered dismissing the Action with prejudice against Defendants; (v) determine whether the application by Plaintiff’s Counsel for an award of attorneys’ fees and litigation expenses should be approved; and (vi) consider any other matters that may properly be brought before the Court in connection with the Settlement.
Please Note: The date and time of the Settlement Fairness Hearing may change without further written notice to Class Members. In addition, the ongoing COVID-19 health emergency is a fluid situation that creates the possibility that the Court may decide to conduct the Settlement Fairness Hearing by video or telephonic conference, or otherwise allow Class Members to appear at the hearing by phone or video, without further written notice to Class Members. In order to determine whether the date and time of the Settlement Fairness Hearing have changed, or whether Class Members must or may participate by phone or video, it is important that you monitor the Court’s docket and the websites https://investor.tribpub.com/settlement and www.TribuneShareholderLitigation.com, before making any plans to attend the Settlement Fairness Hearing. Any updates regarding the Settlement Fairness Hearing, including any changes to the date or time of the hearing or updates regarding in-person, telephonic, or video appearances at the hearing, will be posted to the websites https://investor.tribpub.com/settlement and www.TribuneShareholderLitigation.com. Also, if the Court requires or allows Class Members to participate in the Settlement Fairness Hearing by telephone or video conference, the information needed to access the conference will be posted to the websites https://investor.tribpub.com/settlement and www.TribuneShareholderLitigation.com.
Any objections to the proposed Settlement or Plaintiff’s Counsel’s motion for an award of attorneys’ fees and expenses must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff’s Counsel and Defendants’ Counsel such that they are received no later than April 5, 2021, 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 notice. All questions about this notice, the Action, or the proposed Settlement should be directed to Plaintiff’s Counsel.
Requests for the Notice should be made to:
Tribune Shareholder Litigation
PO Box 2857
Portland, OR 97208-2857
Inquiries, other than requests for the Notice, should be made to Plaintiff’s Counsel:
Gregory V. Varallo, Esq.
Bernstein Litowitz Berger & Grossmann LLP
500 Delaware Avenue, Suite 901
Wilmington, DE 19801
Jeremy S. Friedman, Esq.
Friedman Oster & Tejtel PLLC
493 Bedford Center Road, Suite 2D
Bedford Hills, NY 10507
Richard Maniskas, Esq.
RM Law, P.C.
1055 Westlakes Drive, Suite 300
Berwyn, PA 19312
BY ORDER OF THE COURT OF
CHANCERY OF THE STATE OF DELAWARE