Notice of Suspension and Proposed Settlement of Class Action Involving Registered and Beneficial Holders of Ameritrade Common Stock for the Period from November 25, 2019 to November 25, 2019 inclusive

SEATTLE, May 23, 2022 /PRNewswire/ —
IN THE COURT OF CHANCERY FOR THE STATE OF DELAWARE
BRETT HAWKE, Applicant, v. THE TORONTO-DOMINION BANK, TD GROUP US HOLDINGS LLC, TD BANK USA, NATIONAL ASSOCIATION, TD BANK, NATIONAL ASSOCIATION, STEPHEN BOYLE, TIM HOCKEY, BRIAN LEVITT, KAREN MAIDMENT, BHARAT MASRANI, IRENE MILLER, JOSEPH MOGLIA, WILBUR PREZZANO, and THE CHARLES SCHWAB COMPANY, Accused. |
CA no. 2020-0360-PAF |
SUMMARY NOTICE OF PENDANCE AND PROPOSED SETTLEMENT OF THE SHAREHOLDER CLASS ACTION, SETTLEMENT HEARING AND RIGHT TO APPEAR
This notice is directed to all record holders and beneficial owners of common stock of TD Ameritrade Holding Corporation (“Ameritrade”) at any time during the period from and including November 25, 2019, the date of the definitive merger between Ameritrade and The Charles Schwab Corporation, until October 6, 2020 inclusive, the closing date of the Merger (the “Settlement Class”).
Certain persons and entities are excluded from the Settlement Class by definition, as set forth in the full Notice of Hold and Proposed Settlement of the Shareholder Class Action, Settlement Hearing and Right to Appear (the “Notice”), available at www.AmeritradeMergerLitigation. com. All capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meaning given to them in the Compromise, Settlement and Release Stipulation and Agreement dated March 25, 2022 ( the “stipulation”).
Please read this SUMMARY NOTICE carefully. Your rights will be affected by a class action pending in this court.
YOU ARE HEREBY NOTIFIED, pursuant to an order of the Court of Chancery for the State of Delaware (the “Court”), that the aforesaid stockholder class action (the “Action”) is pending in the Court .
YOU ARE FURTHER ADVISED that (i) Plaintiff Brett Hawkes (“Claimant”), on behalf of himself and the Settlement Class, and (ii) Defendants (a) The Toronto-Dominion Bank and its TD affiliates Group US Holdings LLC (“TD Group US”), TD Bank USA, National Association (“TD Bank USA”), and TD Bank, National Association (“TD Bank NA” and together with TD Group US and TD Bank USA, “ TD Bank”); (b) Tim Hockey, Brian Levitt, Karen Maidment, Bharat Masrani, Irene Miller, Joseph Moglia, Wilbur Prezzano and Stephen Boyle (collectively, the “Individual Defendants”); and (c) The Charles Schwab Corporation ( “CSC” and, together with TD Bank and the Individual Defendants, the “Defendants”) have entered into a proposed settlement for, among other things, $31,500,000 (the “Settlement”). The terms of the settlement are set forth in the stipulation entered into between Plaintiff and Defendants dated March 25, 2022, a copy of which is available at www.AmeritradeMergerLitigatio n.com. If approved by the Court, the Settlement will resolve all claims in the Action.
A hearing (the “Settlement Hearing”) will be held on July 11, 2022 at 1:30 p.m., before the Honorable Paul A. Fioravanti, Jr., Vice Chancellor, either in person at the Court of the State Chancery of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or by telephone or videoconference (at the discretion of the Court), to, among other things: (i) determine whether the Action can be permanently maintained as a class action without an opt-out and whether the Class of Settlement shall be permanently certified, for the purposes of the Settlement, in accordance with Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2); (ii) determine whether the Complainant can be permanently appointed as the Settlement Class representative and the Plaintiff’s Lead Co-Counsel as the Settlement Class counsel, and whether the Complainant and the Claimant’s Lead Co-Counsel have adequately represented the interests Settlement in Action Group; (iii) determine whether the proposed Settlement on the terms and conditions set forth in the Stipulation is fair, reasonable and adequate for the Settlement Class, and should be approved by the Court; (iv) determine whether judgment, substantially in the form attached as Exhibit D to the stipulation, should be entered dismissing the action with prejudice against the defendants; (v) determine whether the proposed net settlement fund allocation plan is fair and reasonable and should therefore be approved; (vi) determine whether Plaintiff’s Lead Co-Lawyer’s request for an award of attorney’s fees and expenses, including Plaintiff’s request for an incentive award, should be granted; (vii) hear and adjudicate any objections to the settlement, the proposed plan of distribution, Plaintiff’s Lead Co-Lawyer’s request for an award of attorneys’ fees and costs and/or Plaintiff’s request for a premium incentive; and (viii) consider any other matter that may properly be brought before the Court in connection with the Settlement.
Any updates regarding the settlement hearing, including any changes to the date or time of the hearing or any updates regarding in-person or remote appearances at the hearing, will be posted on the settlement website, www.AmeritradeMergerLitigation.com.
If you are a member of the settlement class, your rights will be affected by the pending action and the settlement, and you may be entitled to share in the net settlement fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at Ameritrade Merger Litigation, c/o JND Legal Administration, PO Box 91212, Seattle, WA 98111, 1 -888-964-2135. A copy of the notice may also be downloaded from the settlement website, www.AmeritradeMergerLitigation.com.
If the settlement is approved by the court and the effective date occurs, the net settlement fund will be distributed over a pro rata to Eligible Shareholders on the Closing Date in accordance with the proposed Plan of Distribution set out in the Notice or any other plan of distribution approved by the Court. In accordance with the proposed Allocation Plan, each Eligible Shareholder on the Closing Date will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of shares held by the Eligible Shareholder on the closing date at the time such shares were converted into the right to receive the Merger Consideration under the closing of the merger and (ii) the “payback per share” for the settlement, which will be determined by dividing the total amount of the net settlement fund by the total number of shares held by all eligible shareholders as of the closing date on when such shares were converted into the right to receive the Merger Consideration in connection with the consummation of the Merger. As further explained in the Notice in paragraphs 37 to 42, in accordance with the Allocation Plan, payments from the Net Settlement Fund to Eligible Shareholders on the Closing Date will be made in the same manner as Eligible Shareholders on the Closing Date. Closing have received the Consideration. Eligible shareholders at closing date do not must submit a claim form to receive payment from the Settlement.
Any objection to the proposed settlement, proposed plan of distribution, or Plaintiff’s Lead Co-Counsel’s request for attorneys’ fees and expenses, including Plaintiff’s request for an incentive award, must be filed with the Court Registry. chancellery of the court of the chancellery. of the State of Delaware and delivered to the Plaintiff’s Lead Co-Counsel and Defendants’ Counsel so that they are has received no later than June 27, 2022in accordance with the instructions set out in the Notice.
Please do not contact the court or the chancery registry office regarding this summary notice. Any questions regarding this Summary Notice, the proposed settlement, or your eligibility to participate in the settlement should be directed to the Settlement Administrator or Lead Co-Counsel for Plaintiff.
Requests for reviews should be directed to the Settlement Administrator:
Ameritrade Merger Litigationc/o JND Legal AdministrationP.O. PO Box 91212Seattle, WA 981111-888-964-2135[email protected]www.AmeritradeMergerLitigation.com
Inquiries, other than requests for opinions, should be directed to the Claimant’s Lead Co-Counsel:
Peter B. Andrews ANDREWS & SPRINGER LLC 4001 Kennett Pike, Suite 250 Wilmington, Del. 19807 1-302-504-4957 Ext 1 [email protected] |
Edward Timlin BERNSTEIN LITOWITZ SHEPHERD & GROSSMANN LLP 1251 Avenue of the Americas 44th floor New York, New York 10020 1-800-380-8496 [email protected] |
or |
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David Tejtel FRIEDMAN OSTER & TEJTEL LLC 493 Bedford Center Road, Suite 2D Bedford Hills, NY 10507 1-888-529-1108 [email protected] |
BY ORDER OF THE CHANCERY COURT OF THE STATE OF DELAWARE
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SOURCE JND Legal Administration