NEW
YORK, July 11, 2024 /PRNewswire/ --
UNITED STATES
DISTRICT COURT
DISTRICT OF DELAWARE
JACK WEAVER,
Derivatively on Behalf of
TACTILE SYSTEMS TECHNOLOGY,
INC.,
Plaintiff,
v.
BRENT MOEN, et
al.,
Defendants,
-and-
TACTILE SYSTEMS
TECHNOLOGY,
INC.,
Nominal Defendant.
|
Case No.
1:22-cv-01063-GBW
|
SUMMARY NOTICE OF PENDENCY OF DERIVATIVE
ACTION, PROPOSED
AGREEMENT OF SETTLEMENT AND RELEASE, AND SETTLEMENT HEARING
TO: ALL CURRENT RECORD HOLDERS AND
BENEFICIAL OWNERS OF COMMON STOCK OF TACTILE SYSTEMS TECHNOLOGY,
INC. ("TACTILE" OR THE "COMPANY") AS OF JUNE
6, 2024 (THE "RECORD DATE") ("CURRENT TACTILE
SHAREHOLDERS").
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS
ENTIRETY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT
OF WEAVER V. MOEN, ET AL., LEAD CASE NO. 22-CV-01063, A
SHAREHOLDER DERIVATIVE ACTION PENDING IN THE UNITED STATES DISTRICT COURT FOR THE
DISTRICT OF DELAWARE, AND CONTAINS
IMPORTANT INFORMATION REGARDING YOUR RIGHTS. IF THE COURT
APPROVES THE SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING
THE APPROVAL OF THE PROPOSED SETTLEMENT AND FROM PURSUING THE
"RELEASED CLAIMS," AS DEFINED HEREIN.
THIS ACTION IS NOT A "CLASS ACTION." THUS, THERE IS
NO COMMON FUND UPON WHICH YOU CAN MAKE A CLAIM FOR A MONETARY
PAYMENT.
PLEASE TAKE NOTICE that the above-captioned derivative
action (the "Derivative Action") is being settled on the terms set
forth in a Stipulation of Settlement, dated June 6, 2024 (the
"Stipulation").1 Notice is hereby provided to you of the
proposed settlement (the "Settlement") of this shareholder
derivative lawsuit pursuant to Federal Rule of Civil Procedure
23.1.2 This Notice is provided by Order of
the United States District Court
for the District of Delaware (the "Court"). It is not an
expression of any opinion by the Court. It is to notify you
of the terms of the proposed Settlement, and your rights related
thereto.
Under the terms of the Stipulation, as a part of the proposed
Settlement, Tactile will adopt certain corporate governance
enhancements (the "Reforms"). These Reforms are designed to address
the claims asserted in the Derivative Action and Litigation
Demand3 and plaintiff believes they will enhance
Tactile's internal controls as identified in Exhibit A attached to
the Stipulation. Tactile has agreed to maintain the Reforms for a
period set forth in the Stipulation, and to take steps necessary to
authorize adequate funding for the costs of implementing and
maintaining the Reforms.
On August 28, 2024, at
10:00 a.m., in Courtroom 6B of the Honorable Judge Gregory B. Williams, the Court will hold a
hearing (the "Settlement Hearing"). The purpose of the Settlement
Hearing is to determine (i) whether the Settlement is fair,
reasonable and adequate; (ii) whether a final judgment should be
entered and the Derivative Action should be dismissed with
prejudice pursuant to the Stipulation; (iii) whether to approve up
to $485,000.00 in attorneys' fees and
expenses for Plaintiffs' Counsel and Demand Shareholder's Counsel;
and (iv) such other matters as may be necessary or proper under the
circumstances.
Any Current Tactile Shareholder that objects to the Settlement
shall have a right to appear and to be heard at the Settlement
Hearing, provided that he, she or it was a stockholder of record or
beneficial owner as of June 6, 2024.
Any Current Tactile Shareholder who satisfies this requirement may
enter an appearance through counsel of such shareholder's own
choosing and at such shareholder's own expense, or may appear on
their own. However, no Current Tactile Shareholder shall be heard
at the Settlement Hearing unless, no later than August 8, 2024, such shareholder has filed with
the Court, a written notice of objection containing the following
information:
- Your name, legal address, and telephone number;
- The case name and number (Weaver v. Moen, et al., Case
No. 22-cv-01063);
- Proof of being a Current Tactile Shareholder as of the Record
Date, June 6, 2024;
- The date(s) you acquired your Tactile shares;
- A statement of your position regarding the matters to be heard
at the Settlement Hearing, including the grounds for each objection
or the reasons you desire to appear and be heard;
- Notice of whether you intend to appear at the Settlement
Hearing (you are not required to appear);
- Copies of any papers you intend to submit to the Court, along
with the names of any witness(es) you intend to call to testify at
the Settlement Hearing and the subject(s) of their testimony;
and
- The identities of any cases, by name, court, and docket number,
in which the objector or his, her, or its attorney has objected to
a settlement in the last three years.
Only Current Tactile Shareholders who have filed and delivered
valid and timely written notices of objection will be entitled to
be heard at the Settlement Hearing unless the Court orders
otherwise. If you wish to object to the proposed Settlement, you
must file the written objection described above with the Court on
or before August 8, 2024.
Any Current Tactile Shareholder as of June 6, 2024 who does not make his, her or its
objection in the manner provided herein shall be deemed to have
waived such objection and shall be forever foreclosed from making
any objection to the fairness, reasonableness or adequacy of the
Settlement as incorporated in the Stipulation and/or to the
requested attorneys' fees and expenses to Plaintiffs' Counsel,
unless otherwise ordered by the Court, but shall otherwise be bound
by the Judgment to be entered and the releases to be given.
You may inspect the Stipulation and other papers in the Action
at the Clerk of the Court, 844 North King Street, Unit 18,
Wilmington, Delaware 19801-3570,
at any time during regular business hours of each business day. You
may also visit https://investors.tactilemedical.com/compliance.
PLEASE DO NOT CALL, WRITE, OR OTHERWISE DIRECT QUESTIONS TO
EITHER THE COURT OR THE CLERK'S OFFICE. Any questions you have
about matters in this Notice should be directed by telephone to
Lee Squitieri (lee@sfclasslaw.com)
at (212) 421-6492 or in writing to Squitieri & Fearon, LLP, 305
Broadway, 7th Floor, New York, New
York 10007.
YOUR WRITTEN OBJECTIONS MUST BE ON FILE WITH THE CLERK OF THE
COURT NO LATER THAN 20 CALENDAR DAYS BEFORE THE SETTLEMENT
HEARING.
The Court Clerk's Address is: United
States District Court, District of Delaware, 844 North King
Street, Unit 18, Wilmington,
Delaware 19801-3570.
YOU ALSO MUST DELIVER COPIES OF THE MATERIALS TO COUNSEL FOR
PLAINTIFF AND COUNSEL FOR DEFENDANTS SO THEY ARE RECEIVED NO LATER
THAN 20 CALENDAR DAYS BEFORE THE SETTLEMENT HEARING.
Counsel for Plaintiff:
Lee Squitieri
SQUITIERI & FEARON, LLP
305 Broadway
7th Floor
New York, New York 10007
(212) 421-6492
Counsel for Defendants:
Joseph C. Schoell
(#3133)
FAEGRE DRINKER BIDDLE & REATH LLP
222 Delaware
Avenue, Suite 1410
Wilmington, Delaware 19801
(302) 467-4200
joseph.schoell@faegredrinker.com
Matthew Kilby (pro hac vice)
Rory F. Collins (pro hac vice)
Anderson Tuggle (pro hac vice)
FAEGRE DRINKER BIDDLE & REATH LLP
2200 Wells Fargo
Center
99 South Seventh Street
Minneapolis, MN 55402
(612) 766-7000
matthew.kilby@faegredrinker.com
rory.collins@faegredrinker.com
anderson.tuggle@faegredrinker.com
PLEASE DO NOT CONTACT THE COURT REGARDING THIS NOTICE
BY ORDER OF THE COURT UNITED
STATES DISTRICT COURT DISTRICT OF DELAWARE
DATED: July 11, 2024
1 This Summary 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 United States District Court for the District
of Delaware. A link to the Form 8-K filed with the SEC containing
the text of the Stipulation may be found on the Company's website
at the Investor Relations page at
https://investors.tactilemedical.com/annual-reports-sec-filings.
All capitalized terms herein have the same meanings as set forth in
the Stipulation.
2 A derivative lawsuit involves claims brought by a
shareholder on behalf of a company, rather than on behalf of
himself or herself or the other shareholders of the company.
The recovery in a derivative action is for the benefit of the
company rather than directly for individual shareholders.
3 "Litigation Demand" means the demand served on
Tactile and/or members of its Board of Directors on behalf of
stockholder Cory Griffin, dated
September 2, 2022.
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SOURCE Moore Law PLLC