IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
NANTAHALA CAPITAL PARTNERS II LIMITED PARTNERSHIP, on behalf of itself and all other similarly situated stockholders of QAD INC.,
QAD INC., PAMELA M. LOPKER, ANTON CHILTON, SCOTT J. ADELSON, KATHLEEN M. CRUSCO, PETER R. VAN CUYLENBURG, THOMA BRAVO, LP, QAD ULTIMATE PARENT, LP (F/K/A PROJECT QUICK ULTIMATE PARENT, LP), and QAD PARENT, LLC (F/K/A PROJECT QUICK PARENT, LLC),
C.A. No. 2021-0573-PAF
SUMMARY NOTICE OF PENDENCY OF STOCKHOLDER CLASS ACTION AND PROPOSED SETTLEMENT, SETTLEMENT HEARING, AND RIGHT TO APPEAR
All record holders and beneficial owners of QAD Inc. Class A common stock as of the closing of the Merger (November 5, 2021) and who received $87.50 in cash per Class A share as Merger consideration.1
1 Certain persons and entities are excluded from the Class by definition, as set forth in the full Notice of Pendency of Stockholder Class Action and Proposed Settlement, Settlement Hearing, and Right to Appear (the “Notice”), available at www.QADSettlementLitigation.com. 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 Notice.
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 plaintiff Nantahala Capital Partners II Limited Partnership (“Plaintiff”), on behalf of itself and the Class, has reached a proposed settlement with defendants QAD Inc., Pamela M. Lopker, Anton Chilton, Scott J. Adelson, Kathleen M. Crusco, Peter R. van Cuylenburg, Thoma Bravo LP, QAD Ultimate Parent, LP, and QAD Parent, LLC (the “Defendants”) for $65,000,000 in cash (the “Settlement”). The terms of the Settlement are stated in the Stipulation and Agreement of Compromise and Settlement between Plaintiff and the Defendants, dated August 28, 2023 (the “Stipulation”), a copy of which is available at www.QADSettlementLitigation.com. The proposed Settlement, if approved, will resolve all claims in the Action and result in the dismissal of the Action with prejudice.
A hearing (the “Settlement Hearing”) will be held on November 21, 2023 at 11:00 a.m., before The Honorable Paul J. Fioravanti, Jr., Vice Chancellor, in person at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, to, among other things: (i) determine whether the Action may be finally maintained as a non-opt-out class action and whether the Class should be finally certified, 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 finally appointed as representatives for the Class and Plaintiff’s Counsel, Labaton Sucharow LLP, may be finally appointed as counsel for the Class, and whether Plaintiff and Plaintiff’s Counsel have adequately represented the interests of the 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 Class, and should be approved by the Court; (iv) determine whether a Judgment, substantially in the form attached as Exhibit D to the Stipulation, should be entered dismissing the Action with prejudice; (v) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) determine whether the application by Plaintiff’s Counsel for an award of attorneys’ fees and litigation expenses should be approved; (vii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or to the application by Plaintiff’s Counsel for an award of attorneys’ fees and expenses; and (viii) 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.QADSettlementLitigation.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 info@QADSettlementLitigation.com. A copy of the Notice can also be downloaded from the Settlement website, www. QADSettlementLitigation.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 QAD Class A common stock at the closing of the November 5, 2021 Merger between QAD and Thoma Bravo, L.P. and affiliated entities QAD Ultimate Parent, LP (f/k/a Project Quick Ultimate Parent, LP) and QAD Parent, LLC (f/k/a Project Quick Parent, LLC) for $87.50 per share, 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. As explained in further detail in the Notice, pursuant to the Plan of Allocation, payments from the Net Settlement Fund to Eligible Class Members will be made in the same manner in which Eligible Class Members received the Merger Consideration. 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 expenses 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 Counsel and Defendants’ Counsel such that they are received no later than November 6, 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 Counsel.
Requests for the Notice should be made to the Settlement Administrator:
Email: Info@QADSettlementLitigaton.com or Call: 1-800-952-0581
Inquiries, other than requests for the Notice, should be made to Plaintiff’s Counsel:
Labaton Sucharow LLP
222 Delaware Ave., Suite 1510
Wilmington, Delaware 19801
BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE