The following is being released by Conn’s, Inc. pursuant to an
Order of the United States District Court of the Southern District
of Texas, Houston Division. This press release relates to the
proposed settlement of litigation that was filed in 2014 and
captioned:
Robert Hack, derivatively on behalf of Conn’s Inc. v. Theodore
M. Wright, et al., Civil Action No. 4:14-CV-3442 (KPE); In the
United States District Court of the Southern District of Texas,
Houston Division
SUMMARY NOTICE OF PROPOSED SETTLEMENT
OF STOCKHOLDER DERIVATIVE ACTION
The United States District Court for the
Southern District of Texas authorized this
Notice.This is not a solicitation from an
attorney
TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF
CONN’S, INC. (“CONN’S”) COMMON STOCK (TICKER SYMBOL: CONN) AS OF
THE CLOSE OF BUSINESS ON NOVEMBER 24, 2021 (“CURRENT CONN’S
STOCKHOLDERS”).
PLEASE READ THIS NOTICE CAREFULLY AND IN
ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY THIS LITIGATION. THIS
NOTICE RELATES TO A PROPOSED SETTLEMENT AND DISMISSAL OF
STOCKHOLDER DERIVATIVE LITIGATION AND CONTAINS IMPORTANT
INFORMATION REGARDING YOUR RIGHTS. YOUR RIGHTS MAY BE AFFECTED BY
LEGAL PROCEEDINGS IN THIS ACTION.
IF THE COURT APPROVES THE SETTLEMENT AND
DISMISSAL OF THE ACTION, CURRENT CONN’S STOCKHOLDERS WILL BE
FOREVER BARRED FROM CONTESTING THE APPROVAL OF THE PROPOSED
SETTLEMENT AND FROM PURSUING THE SETTLED CLAIMS.
THE COURT HAS MADE NO FINDINGS OR DETERMINATIONS
WITH RESPECT TO THE MERITS OF THE ACTION. THE RECITATION OF THE
BACKGROUND AND CIRCUMSTANCES OF THE SETTLEMENT CONTAINED HEREIN
DOES NOT CONSTITUTE THE FINDINGS OF THE COURT. IT IS BASED ON
REPRESENTATIONS MADE TO THE COURT BY COUNSEL FOR THE PARTIES.
PLEASE TAKE NOTICE that the above-captioned stockholder
Derivative Action is being settled, and the parties have entered
into a Stipulation and Agreement of Settlement, dated November 24,
2021 (the “Stipulation”). The terms of the proposed Settlement are
set forth in the Stipulation, and all capitalized terms herein have
the same meaning as defined in the Stipulation. This notice should
be read in conjunction with, and is qualified in its entirety by
reference to, the text of the Stipulation, which has been filed
with the Court. A further notice describing the Derivative Action
along with the text of the Stipulation is available at
https://ir.conns.com/notice-derivative-settlement-and-hearing.
In consideration of the proposed Settlement, the
Individual Defendants will cause their insurance carriers to pay
$11 million in cash to Conn’s.
IF YOU ARE A CURRENT RECORD OR BENEFICIAL OWNER
OF CONN’S COMMON STOCK AS OF NOVEMBER 24, 2021, YOUR RIGHTS MAY BE
AFFECTED BY PROCEEDINGS IN THIS LITIGATION.
On February 17, 2022 at 2:00 pm , a hearing (the
“Settlement Hearing”) will be held before the Honorable Keith P.
Ellison at the United States District Court for the Southern
District of Texas, Houston Division, 515 Rusk Street Houston, TX
77002 (or by telephonic or video means as may be designated by the
Court in the interest of public safety) to: (a) determine whether
the Settlement is fair, reasonable, and adequate to Plaintiffs,
Conn’s, its stockholders, and the Individual Defendants, and should
be approved by the Court; (b) determine whether a Final Order and
Judgment should be entered dismissing with prejudice the Derivative
Action and extinguishing and releasing the Released Claims;
(c) determine whether the application by Plaintiffs’ Counsel
for an award of attorneys’ fees and reimbursement of litigation
expenses (“Fee and Expense Application”), and for Service Awards to
the two named Plaintiffs (“Service Award Application”), should be
approved; (d) hear and consider any objections to the Settlement or
the Fee and Expense Application and the Service Award Application
to be submitted by Plaintiffs’ Counsel; and (e) consider any other
matters concerning the Settlement that may properly be brought
before the Court. The Court may adjourn the date of the Settlement
Hearing without further notice to Current Conn’s Stockholders, and
the Settlement Hearing may be continued by the Court at the
Settlement Hearing, or at any adjourned session thereof, without
further notice.
Any Current Conn’s Stockholder as of the Hearing
Date shall have the right to appear and to be heard at the
Settlement Hearing. However, no stockholder shall be heard at the
Settlement Hearing unless, at least twenty-one (21) calendar days
prior to the date of the Settlement Hearing, such stockholder has
filed with the Court and delivered to counsel for the Settling
Parties a written notice of objection in accordance with the
requirements below. Only stockholders who have filed and delivered
validly and timely written notices of objection will be entitled to
be heard at the Settlement Hearing unless the Court orders
otherwise.
Any written notice of objection must contain the
following information:
a) a written and signed notice which states the
name, address, telephone number, and email address (if available)
of the objector and, if represented, of his, her, or its
counsel;
b) proof that the objector owned Conn’s common
stock as of the date of the execution of the Stipulation and
continues to hold such shares; and
c) a written, detailed statement of the
Person’s objections to any aspect of the settlement, and the
specific grounds therefor or the reasons why such Person desires to
appear and to be heard, as well as all documents and writings which
such Person desires the Court to consider, including any legal and
evidentiary support.
If you wish to object to the settlement, you
must file a written objection setting forth the grounds for such
objection and the information listed above with the Court on or
before 21 calendar days before the Settlement Hearing, with service
to: (a) counsel to Plaintiff Robert Hack, Francis A. Bottini, Jr.,
BOTTINI & BOTTINI, INC., 7817 Ivanhoe Ave., Suite 102, La
Jolla, California 92037; (b) counsel to Plaintiff 95250 Canada
LTEE, Kip B. Shuman, SHUMAN, GLENN & STECKER, 100 Pine Street,
Suite 1250, San Francisco, California 94111; (c) counsel to the
Individual Defendants, Marissa Secco Giles, VINSON & ELKINS
L.L.P., 2801 Via Fortuna, Suite 100, Austin, TX 78746; and (d)
counsel to Nominal Defendant Conn’s, Inc., N. Scott Fletcher,
FLETCHER HELD, PLLC, 808 Travis Street, Suite 1420, Houston, Texas
77002.
Unless the Court orders otherwise, your
objection will not be considered unless it is timely filed with the
Court and delivered to the above counsel. Any Person who
fails to object in the manner provided shall be deemed to have
waived such objection and shall forever be foreclosed from making
any objection to the fairness, reasonableness, or adequacy of the
proposed settlement as set forth in the Stipulation and the
Judgment, or to the award of attorneys’ fees and expenses to
Plaintiffs’ Counsel, unless otherwise ordered by the Court. Current
Conn’s Stockholders who have no objection to the settlement do not
need to appear at the Settlement Hearing or take any other
action.
Inquiries may be made to Plaintiffs’ Counsel:
(a) counsel to Plaintiff Robert Hack, Francis A. Bottini, Jr.,
BOTTINI & BOTTINI, INC., 7817 Ivanhoe Ave., Suite 102, La
Jolla, California 92037, Tel.: (858) 914-2001; or (b) counsel to
Plaintiff 95250 Canada LTEE, Kip B. Shuman, SHUMAN, GLENN &
STECKER, 100 Pine Street, Suite 1250, San Francisco, California
94111, Tel.: 1-866-569-4531.
DO NOT CALL OR WRITE THE COURT REGARDING
THIS NOTICE.
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