IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
LANCE SALLADAY, On Behalf of
C.A. No. 2019-0048-SG
JOHN ALBERTINE, THOMAS AMATO,
SUMMARY NOTICE OF PENDENCY AND PROPOSED
SETTLEMENT OF STOCKHOLDER CLASS ACTION,
SETTLEMENT HEARING, AND RIGHT TO APPEAR
All holders of Intersections, Inc. (“Intersections”) common stock as of January 11, 2019, the date of the consummation of the merger of Intersections and WC SACD One, Inc. (the “Merger”) (the “Settlement Class”).1
PLEASE READ THIS 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 Plaintiff in the Action, on behalf of himself and the Settlement Class, has reached a proposed settlement of the Action for $9,000,000 in cash (the “Settlement”). If approved by the Court, the Settlement will resolve all claims in the Action.
A hearing (the “Settlement Hearing”) will be held on January 19, 2023 at 9:30 a.m., before The Honorable Sam Glasscock III, Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, Sussex County, Court of Chancery Courthouse, 34 The Circle, Georgetown, DE 19947, or by telephone or videoconference (in the discretion of the Court), to determine, among other things: (i) 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) whether Plaintiff may be permanently designated as representative for the Settlement Class and Plaintiff’s Lead Counsel as counsel for the Settlement Class, and whether Plaintiff and Plaintiff’s Lead Counsel have adequately represented the interests of the Settlement Class in the Action; (iii) whether the proposed Settlement on the terms and conditions provided for in the Stipulation and Agreement of Settlement, Compromise, and Release dated September 7, 2022 (the “Stipulation”) is fair, reasonable, and adequate to the Settlement Class, and should be approved by the Court; (iv) whether a Judgment, substantially in the form attached as Exhibit D to the Stipulation, should be entered dismissing the Action with prejudice against Defendants; (v) whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) whether the application by Plaintiff’s Counsel for an award of attorneys’ fees and Litigation Expenses and incentive award in connection with the benefits achieved under the Settlement should be approved; and (vii) to consider any objections received by the Court and other matters that may properly be brought before the Court in connection with the Settlement.
The Court may decide to conduct the Settlement 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 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 Settlement website, www.intersectionsstocklitigation.com, before making any plans to attend the Settlement Hearing. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or telephonic appearances at the hearing, will be posted to the Settlement website, www.intersectionsstocklitigation.com.
If you are a member of the Settlement 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 Intersections Inc. Stockholder Litigation, c/o A.B. Data, Ltd., P.O. Box 173078, Milwaukee, WI 53217, (866) 905-8103, email@example.com. A copy of the Notice can also be downloaded from the Settlement website, www.intersectionsstocklitigation.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 proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Under the proposed Plan of Allocation, “Eligible Class Members” consist of Class Members who held shares of Intersections common stock at the Merger’s Closing and therefore received or were entitled to receive the Merger Consideration for their Eligible Shares. 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. Eligible Class Members do not have to submit a claim form to receive a payment from the Settlement.
Any objections to the proposed Settlement, the proposed Plan of Allocation, or Plaintiff’s Counsel’s application for an award of attorneys’ fees and Litigation Expenses and incentive award in connection with the Settlement must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff’s Lead Counsel and Defendants’ Counsel such that they are received no later than January 4, 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 notice. All questions about this notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiff’s Lead Counsel.
Requests for the Notice should be made to the Settlement Administrator:
A.B. Data, Ltd.
P.O. Box 173078, Milwaukee, WI 53217
Inquiries, other than requests for the Notice, should be made to Plaintiff’s Lead Counsel:
Jeremy S. Friedman, Esq.
Friedman Oster & Tejtel PLLC
493 Bedford Center Road, Suite 2D
Bedford Hills, NY 10507
Peter B. Andrews, Esq.
Andrews & Springer LLC
4001 Kennett Pike, Suite 250
Wilmington, DE 19807