TO: ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF SHARE(S) OF COVISINT CORPORATION (“COVISINT”) COMMON STOCK WHO HELD SUCH SHARE(S) AT ANY TIME BETWEEN JUNE 5, 2017 (THE DATE OF THE MERGER AGREEMENT BETWEEN COVISINT AND OPEN TEXT CORPORATION) AND JULY 26, 2017 (THE DATE OPEN TEXT CORPORATION COMPLETED ITS ACQUISITION OF COVISINT), EXCLUDING THE DEFENDANTS IN THIS ACTION AND ANY PERSON OR ENTITY RELATED TO OR AFFILIATED WITH ANY DEFENDANT (THE “CLASS”).
IF YOU PURCHASED, SOLD, OR HELD COVISINT COMMON STOCK DURING THE PERIOD FROM AND INCLUDING JUNE 5, 2017, THROUGH AND INCLUDING JULY 26, 2017 (THE “CLASS PERIOD”), YOUR RIGHTS MAY BE AFFECTED BY THE SETTLEMENT OF THIS LITIGATION, INCLUDING THE RELEASE AND EXTINGUISHMENT OF CLAIMS YOU MAY POSSESS RELATING TO YOUR PURCHASE OR ACQUISITION OF COVISINT COMMON STOCK DURING THE CLASS PERIOD
PLEASE READ THE NOTICE CAREFULLY AND IN ITS ENTIRETY. THE NOTICE RELATES TO A PROPOSED SETTLEMENT OF A LAWSUIT AND CONTAINS IMPORTANT INFORMATION YOUR RIGHTS WILL BE AFFECTED BY THIS SETTLEMENT.
The Notice describes the rights you may have as a Class Member and what steps you may take in relation to the Settlement and this Litigation, or alternatively, what steps you must take to wish to be excluded from the Class.
On June 5, 2017, Covisint announced that it had entered into a definitive Agreement and Plan of Merger (“Merger Agreement”) with Open Text Corporation (“OpenText”) pursuant to which OpenText would acquire all the outstanding shares of Covisint common stock and Covisint shareholders would receive $2.45 in cash (the “Merger Consideration”) for each outstanding share of common stock they own (the “Transaction”).
Plaintiff Leslie J. Murphy filed his Class Action Complaint (“Complaint”) in the Oakland County Circuit Court for the State of Michigan (“Circuit Court”) against Defendants seeking damages and rescission of the Merger Agreement. The case was assigned to Circuit Court judge, the Honorable Wendy Potts. The Complaint alleged that Defendants breached their fiduciary duties in connection with the Proxy and the Transaction.
The Court will hold a Settlement Hearing at 10:00 a.m., on October 16, 2024, at the Circuit Court for Oakland County, Michigan, Sixth Judicial Circuit Business Court via Virtual Hearing by computer with video, go to the Zoom Web Site (zoom.us) and click on “Join a Call.” When prompted, you will join using Meeting ID 248 858 5282. To join the Virtual Hearing by telephone without video, call 1-646-876-9923 and connect using Meeting ID 248 858 5282. Class Members should check the Settlement website in advance of the Settlement Hearing to confirm whether that hearing will occur via Virtual Hearing or in person at the Circuit Court for Oakland County, Michigan, Sixth Judicial Circuit Business Court, 1200 North Telegraph Road, Pontiac, Michigan 48341. At the hearing the Court will consider: (a) whether the Court should grant final approval of the proposed Settlement on the terms and conditions provided for in the Stipulation as fair, reasonable, and adequate and in the best interests of the Class Members; (b) whether the Class should be finally certified as an opt-out class; (c) whether the Court should approve the Plan of Allocation of the Settlement as fair, reasonable, and adequate and in the best interests of the Class Members; (d) whether the Court should enter an Order and Final Judgment dismissing the Action on the merits and with prejudice as to the Defendants and effectuating the releases described in the Stipulation; (e) whether the Court should award the Fee and Expense Award to Plaintiffs and Plaintiffs’ Counsel; and (e) such other matters as may properly come before the Court.
If you are a member of the Class, you may object to the terms of the Settlement. To object, you must file a written statement, accompanied by proof of Class membership, with the Court, Class Counsel and Defendants’ Counsel such that is received by September 25, 2024. More details regarding objecting to the Settlement on are included under Question 18 in the Notice.
If you do not want a payment from his Settlement, and you want to keep the right to sue the Defendants and Released Defendants’ Persons, on your own, about the legal issues in this Litigation, then you must take steps to remove yourself from the Settlement. This is called excluding yourself. Your request for exclusion must be postmarked by September 16, 2024. Details on how to exclude from the Settlement are in section VIII of the Notice.
UPDATE
On August 19, 2024, Judge Valentine, who presides over this case, advised the attorneys that she received notice of the class settlement as a potential class member. Judge Valentine was not aware of her investment in Covisint until she received notice of the class settlement on or about August 16, 2024. Plaintiff’s counsel thereafter investigated, and determined Judge Valentine owned a de minimis amount of stock (records indicate she owned 14 shares in Covisint valued at $34.30 at the time of the Merger).
Judge Valentine has agreed to opt-out from the Class and has waived any interest in the settlement. Moreover, the parties have waived any potential conflict and disqualification of Judge Valentine.