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Court Grants Preliminary Approval of Settlement to Resolve All Outstanding Shareholder Derivative Litigation Involving Align
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UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF
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IN RE ALIGN TECHNOLOGY, INC. DERIVATIVE LITIGATION | ) ) | Lead Case No.: 5:19-cv-00202-LHK |
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This Document Relates to: | ) | |
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ALL ACTIONS. | ) | |
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SUMMARY NOTICE OF PENDENCY AND PROPOSED
SETTLEMENT OF DERIVATIVE ACTIONS AND FINAL APPROVAL HEARING
TO: ALL PERSONS AND ENTITIES WHO HELD ALIGN TECHNOLOGY, INC. COMMON STOCK AS OF
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.This Notice relates to a proposed settlement (“Settlement”) of the following actions:Tran v. Hogan, et al., Case No. 5:19-cv-00202-LHK (
All capitalized terms in this Summary Notice that are not otherwise defined herein have the same meanings provided in the Stipulation and Agreement of Settlement and Release entered into on
THIS SUMMARY NOTICE PROVIDES ONLY A SUMMARY OF THE MATERIALS TERMS OF THE SETTLEMENT AND RELEASES.For the Full terms and conditions of the Settlement, please review the Stipulation, which, together with its exhibits and the complete Notice, is available on Align’s investor relations website athttps://investor.aligntech.com/derivativesettlement, by accessing the Court docket in this case, for a fee, through the Court’s Public Access to Court Electronic Records (PACER) system athttps://ecf.cand.uscourts.gov, or by visiting the
This Summary Notice describes the legal rights you may have in the Federal Derivative Action and State Court Actions and pursuant to the Stipulation and what steps you may take, but are not required to take, in relation to the Settlement.
In consideration of the Settlement and the releases provided therein, and subject to the terms and conditions of the Stipulation, the Settling Parties have agreed to the following Settlement Consideration for Align:
The Company will adopt and maintain the following reforms, which shall remain in effect for at least three (3) years after the Court’s final approval of the Settlement, including but not limited to the following: (i) the Company will formalize its management-level Disclosure Committee by adopting a management-level Disclosure Committee Charter; (ii) the Disclosure Committee will now be comprised of the Chief Financial Officer, Chief Legal Officer, the EVP Global Human Resources and the head of Investor Relations; (iii) the Company increased the number of directors on the Audit Committee by adding an independent director who has expertise in cybersecurity; (iv) the Company will partner with a well-regarded university, such as
Subject to approval of the Court, Plaintiffs’ Counsel will seek a Fee and Expense Award not to exceed
Defendants shall cause their insurers to pay the full amount of any Fee and Expense Award awarded by the Court.
Plaintiffs’ Counsel also may apply to the Court for a service award of up to
Align stockholders are not personally liable for any such fees or expenses.
Upon the Effective Date, the Plaintiffs and all Current Align Stockholders will release the Released Defendant Persons from the Released Plaintiffs’ Claims. Upon the Effective Date, Align will further release the Individual Defendants and their Related Persons from the Released Plaintiffs ‘Claims.
Current Align Stockholders do not need to attend the Final Approval Hearing. The Court will consider any submission made in accordance with the provisions below even if a Current Align Stockholder does not attend the Final Approval Hearing.
The Court has scheduled a Final Approval Hearing, to be held on
Any Current Align Stockholder may object to the proposed Settlement or Plaintiffs’ Counsels’ request for a Fee and Expense Award. You can ask the Court to deny approval by filing an objection. You cannot ask the Court to order a different settlement. The Court can only approve or reject the Settlement. If the Court denies approval of the Settlement, there will be no settlement, and the Federal Derivative Action and State Court Actions will continue. If this what you want to happen, then you must object.
PLEASE NOTE: The date and time of the Final Approval Hearing may change without further written notice to Current Align Stockholders. The Court may decide to conduct the Final Approval Hearing by video or telephonic conference, or otherwise allow Current Align Stockholders to appear at the Final Approval Hearing by video or telephone, without further written notice.In order to determine whether the date and time of the Final Approval Hearing have changed, or whether Current Align Stockholders must or may participate by telephone or video, it is important that you monitor the Court’s docket before making any plans to attend the Final Approval Hearing. Any updates regarding the Final Approval Hearing, including any changes to the date or time of the Final Approval Hearing or updates regarding in-person or remote appearances at the Final Approval Hearing, will be posted to that docket and on Align’s investor relations website where the complete Notice and Stipulation and exhibits thereto are published athttps://investor.aligntech.com/derivativesettlement. If the Court requires or allows Current Align Stockholders to participate in the Final Approval Hearing by telephone or video conference, the information for accessing the telephone or video conference will be posted to the Court’s docket and on Align’s investor relations website where the Notice and Stipulation and exhibits thereto are published athttps://investor.aligntech.com/derivativesettlement.
Any objection to the proposed settlement must be in writing. If you file a timely written objection, you may, but are not required to, appear at the Final Approval Hearing, either in person or through your own attorney. If you appear through your own attorney, you are responsible for hiring and paying that attorney. All written objections and supporting papers must (a) clearly identify the case name and number (In re
Any Current Align Stockholder who continues to hold the stock as of the date of the Final Approval Hearing may appear at the Final Approval Hearing to show cause why the proposed Settlement should not be approved; why the Judgment should not be entered thereon; or why any application for a Fee and Expense Award should not be granted;provided, however,that no such Person shall be heard unless such person has filed with the Clerk of the
If you have any questions regarding this Summary Notice, the Federal Derivative Action and State Court Actions, or the Settlement, you may contact Plaintiffs’ Counsel:
Counsel for Stockholder
THE BROWN LAW FIRM, P.C.
Co-Lead Counsel for Plaintiffs
DATE:
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