NOTICE OF PENDENCY OF CLASS ACTION, PROPOSED SETTLEMENT OF CLASS ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR
ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF COMMON STOCK OF TANGOE, INC. WHO RECEIVED TRANSACTION CONSIDERATION (AS DEFINED BELOW) IN CONNECTION WITH THE SALE OF TANGOE, WHICH WAS CONSUMMATED ON JUNE 16, 2017.
IF YOU HELD TANGOE COMMON STOCK FOR THE BENEFIT OF ANOTHER, PLEASE PROMPTLY TRANSMIT THIS DOCUMENT TO SUCH BENEFICIAL OWNER.
The purpose of this Notice of Pendency of Class Action, Proposed Settlement of Class Action, Settlement Hearing, and Right to Appear (the “Notice”) is to inform you of (i) the pendency of the above-captioned consolidated action (the “Action”), which was brought in the Court of Chancery of the State of Delaware (the “Court”) by a stockholder of Tangoe, Inc. (“Tangoe” or the “Company”) asserting claims on behalf of and for the benefit of a class of Tangoe stockholders; (ii) the Court’s determination to preliminarily certify the Action as a non-opt-out class action pursuant to Court of Chancery Rules 23(a) and 23(b)(1), and 23(b)(2); (iii) the proposed settlement of the Action (the “Settlement”), subject to Court approval and other conditions of the Settlement being satisfied, as provided for in a Stipulation and Agreement of Compromise and Settlement dated October 2, 2019 (the “Settlement Stipulation”), which was filed with the Court and is publicly available for review; and (iv) your right to participate in a hearing to be held on January 29, 2020, at 1:30 p.m., before the Court at the Leonard L. Williams Justice Center, 500 North King street, Wilmington, Delaware 19801 (the “Settlement Hearing”).1
The purpose of the Settlement Hearing to be held by the Court is to determine: (i) whether to certify the Class for settlement purposes only; (ii) whether Plaintiff and Co-Lead Counsel have adequately represented the Class; (iii) whether the proposed Settlement should be approved as fair, reasonable and adequate to the Class and in the best interests of the Class; (iv) whether all Settled Claims against the Released Persons should be dismissed with prejudice; (v) whether an Order and Final Judgment approving the Settlement should be entered; and (vi) whether and in what amount any Fee and Expense Award (defined below) should be paid to Co-Lead Counsel out of the Settlement Amount (defined below).
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. THIS NOTICE RELATES TO A PROPOSED SETTLEMENT OF THE LITIGATION REFERRED TO IN THE CAPTION AND CONTAINS IMPORTANT INFORMATION REGARDING YOUR RIGHTS. IF THE COURT APPROVES THE PROPOSED SETTLEMENT, YOU WILL BE FOREVER BARRED FROM CONTESTING THE FAIRNESS, REASONABLENESS OR ADEQUACY OF THE PROPOSED SETTLEMENT, AND FROM PURSUING THE SETTLED CLAIMS.
The Settlement Stipulation was entered into as of October 2, 2019, by and among (i) plaintiff Matthew Sciabacucchi (“Plaintiff”), on behalf of himself and the putative Class (as defined below); and (ii) defendants James D. Foy, Gerald D. Kokos, David Coit, Gary Golding, Ronald Kaiser, Jackie R. Kimzey, Richard Pontin and Noah Walley (collectively, “Defendants” and together with Plaintiff, the “Settling Parties”).
This Notice describes the rights you may have in the Action and pursuant to the Settlement Stipulation and what steps you may take, but are not required to take, in relation to the Settlement. If the Court approves the Settlement, the Parties will ask the Court at the Settlement Hearing to enter an Order and Final Judgment dismissing the Action with prejudice in accordance with the terms of the Settlement Stipulation.
1Capitalized terms not defined in the Notice have the meaning set forth in the Settlement Stipulation, which is publicly available as indicated in paragraph 30 below.