PHOENIX, Oct. 8, 2021 /PRNewswire/ -- Renren
Inc. (NYSE: RENN) ("Renren" or the
"Company"), a SaaS company, today announced
that it has entered into a Stipulation of Settlement (the
"Stipulation") as a nominal defendant with respect to
the consolidated shareholder derivative lawsuits currently pending
in New York State Supreme Court,
Commercial Division (the "Court") under the
caption In re Renren, Inc. Derivative Litigation, Index No.
653594/2018 (Sup. Ct. N.Y. Cty.) (the "Action"). The
other parties to the Stipulation include Oak Pacific Investment
("OPI") and the other named defendants in the Action
(together with OPI, the "Defendants"), as well as
Heng Ren Silk Road Investments LLC, Oasis Investments II Master
Fund Ltd., and Jodi Arama (together,
the "Plaintiffs") who have purported to bring claims
derivatively on behalf of Renren.
If the Stipulation and the settlement and resolution of the
Action contemplated therein (the "Settlement") is
approved by the Court and the Settlement becomes effective, then,
among other things, (a) the Action will be dismissed with
prejudice, (b) the release of the Released Plaintiffs' Claims (as
defined in the Stipulation) will become effective, and (c) the
administrator approved by the Court will distribute the Settlement
Fund (as defined below) pursuant to the Settlement.
In connection with the Settlement, the Defendants will create a
common settlement fund (the "Settlement Fund"), which
amount, before any reductions for Settlement Fund Expenses (as
defined below), will be the greater of $300,000,000 or the sum of (a) $38.6866 per ADS (as defined below) multiplied by
the number of issued and outstanding ADSs held by Renren
Shareholders as of the Record Date (as defined below) and (b)
$0.859701 per Class A ordinary share
multiplied by the total number of issued and outstanding Class A
ordinary shares held by Renren Shareholders as of the Record Date.
"Settlement Fund Expenses" include: (i) any taxes payable on any
income generated by the Settlement Fund; (ii) notice costs,
distribution costs, and administration expenses; (iii) any
attorneys' fees and expenses awarded by the Court to the
Plaintiffs' counsel; (iv) any other fees and expenses awarded by
the court; and (v) any administrator fees associated with the
Settlement.
Renren Shareholders, defined as holders of Renren's Class A
ordinary shares and American depositary shares
("ADSs"), each currently representing 45 Class A
ordinary shares, as of the Record Date but excluding the Defendants
and D&O Releasees (as defined below) will be entitled to
receive a pro rata share of the Settlement Fund, after deducting
the Settlement Fund Expenses. "D&O Releasees" are individuals
that served as Renren directors and/or officers in June, 2018 and
specifically identified as D&O Releasees in the
Stipulation.
The "Record Date" will be set by Renren's Board of Directors on
the earliest practicable date after the approval of the Settlement
by the Court has become Final (i.e., the date on which the
time for taking an appeal of the Settlement expires or any such
appeal has been disposed of) consistent with the terms of Renren's
Deposit Agreement and/or the requirements of any applicable New
York Stock Exchange rule(s) or other applicable securities laws and
regulations. Once the specific date of the Record Date is
determined, Renren will file a Form 6-K to publicly announce that
date.
As the Settlement is subject to approval by the Court and the
fulfillment of other conditions set forth in the Stipulation, which
involve inherent risks and substantial uncertainties, there is no
guarantee that the Settlement will be consummated as contemplated
under the Stipulation or at all.
The foregoing summary of the Stipulation is qualified in its
entirety by reference to the complete text of that document, which
will be filed as an exhibit to the Form 6-K that the Company
intends to promptly file with the Securities and Exchange
Commission thereafter, attaching this press release as an exhibit
thereto.
About Renren Inc.
Renren Inc. (NYSE: RENN) operates several US-based SaaS
businesses including Chime, a CRM and Marketing Automation
platform, and Trucker Path, a trip-planning and business app for
long-haul truckers. Renren's ADSs, each currently
representing 45 Class A ordinary shares of the Company, are traded
on NYSE under the symbol "RENN".
Safe Harbor Statement
This announcement contains forward-looking statements. These
statements are made under the "safe harbor" provisions of
the U.S. Private Securities Litigation Reform Act of
1995. These forward-looking statements can be identified by
terminology such as "will," "expects," "anticipates," "future,"
"intends," "plans," "believes," "estimates" and similar
statements. Renren may also make written or oral
forward-looking statements in its filings with the U.S.
Securities and Exchange Commission (the "SEC"), in its annual
report to shareholders, in press releases and other written
materials and in oral statements made by its officers, directors or
employees to third parties. Statements that are not historical
facts, including statements about Renren's beliefs and
expectations, are forward-looking statements. Forward-looking
statements involve inherent risks and uncertainties, which could
cause actual results to differ from the forward-looking
statements. In particular, as the proposed Settlement is
contingent upon, among other things, obtaining the necessary court
approval, the Company cautions investors that the forward-looking
statements included in this press release are not a guarantee of
future events, and that actual events may differ materially from
those made in or suggested by the forward-looking statements.
Although the Company believes that the expectations reflected in
these forward-looking statements are reasonable, they do involve
assumptions, risks and uncertainties, and these expectations may
prove to be incorrect. Investors should not place undue reliance on
these forward-looking statements, which speak only as of the date
of this press release. Further information regarding these and
other risks is included in our annual report on Form 20-F and other
documents filed with the SEC. All information provided in this
press release is as of the date of this press release,
and Renren does not undertake any obligation to update
any forward-looking statement, except as required under applicable
law.
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SOURCE Renren Inc.