LEAWOOD, Kan., May 8, 2023 /PRNewswire/ --
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
In re AMC Entertainment Holdings, Inc. Stockholder Litigation, Consolidated C.A. No. 2023-0215-MTZ
TO: All holders of AMC Entertainment Holdings, Inc. ("AMC") Class A common stock (NYSE: "AMC") ("Common Stock") between August 3, 2022, through and including the record time, expected to be set as of the close of business in accordance with any New York Stock Exchange and/or Depository Trust Company requirements or policies, on the business day prior to the full conversion of all outstanding AMC Preferred Equity Unit (NYSE: "APE") into shares of Common Stock on which the 1-for-10 reverse stock split of AMC equity is effective (the "Class Period"), whether beneficial or of record, including the legal representatives, heirs, successors-in-interest, transferees, and assignees of all such foregoing holders, but excluding Defendants (defined below) (the "Settlement Class").
Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Stipulation and Agreement of Compromise, Settlement, and Release dated April 27, 2023 (the "Stipulation"), which is available at the "Investor Relations" section of AMC's website, investor.amctheatres.com/newsroom/default.aspx, and Lead Counsel's websites, blbglaw.com, gelaw.com and fksfirm.com.
PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT, AND YOU MAY BE ENTITLED TO RECEIVE A PAYMENT FROM THE SETTLEMENT.
YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the "Court"), that the above-captioned stockholder class action (the "Action") has been preliminarily certified as a class action on behalf of the Settlement Class defined above.
YOU ARE ALSO NOTIFIED that Lead Plaintiffs Allegheny County Employees' Retirement System, Usbaldo Munoz, and Anthony Franchi (collectively, "Plaintiffs"), individually and on behalf of the Settlement Class, and Defendants Adam M. Aron, Denise Clark, Howard W. Koch, Jr., Philip Lader, Gary F. Locke, Kathleen M. Pawlus, Keri Putnam, Anthony J. Saich, Adam J. Sussman, Lee Wittlinger, and AMC (collectively, "Defendants") have reached a proposed settlement consisting of a payment to the record holders of Common Stock as of the Settlement Class Time of one share of Common Stock for every 7.5 shares of Common Stock owned by such record holders as of the Settlement Class Time (after giving effect to the Reverse Stock Split) (the "Settlement Payment"), as set forth in the Stipulation (the "Settlement"). No fractional shares of Common Stock will be issued as part of the Settlement Payment. Record holders of Common Stock who would otherwise be entitled to receive a fractional share of the Settlement Payment will receive a cash payment in lieu thereof in the same manner as will be provided in connection with the Reverse Stock Split. The Settlement, if approved, will resolve all claims in the Action.
A hearing (the "Settlement Hearing") will be held before Vice Chancellor Morgan T. Zurn on June 29-30, 2023, at the Leonard L. Williams Justice Center, 500 N. King Street, Wilmington, Delaware, to, among other things: (i) determine whether the proposed Settlement is fair, reasonable, and adequate to the Settlement Class; (ii) determine whether a Judgment, substantially in the form attached as Exhibit D to the Stipulation, should be entered dismissing the Action with prejudice as against Defendants and lifting the Status Quo Order; (iii) determine whether the application by Lead Counsel for an award of attorneys' fees and expenses and incentive awards should be approved; (iv) hear and rule on any objections to the proposed Settlement, Lead Counsel's application for an award of attorneys' fees and expenses, and/or Lead Counsel's application for incentive awards to Plaintiffs; and (v) consider any other matters that may properly be brought before the Court in connection with the proposed Settlement.
The date and time of the Settlement Hearing may change. Such changes may occur without written notice to Settlement Class Members. If such a change occurs, the Parties will do their best to alert the Settlement Class Members of the change, but you are encouraged to monitor the Court's docket, the "Investor Relations" section of AMC's website, investor.amctheatres.com/newsroom/default.aspx, and Lead Counsel's websites, blbglaw.com, gelaw.com and fksfirm.com. You may also confirm the date and time of the Settlement Hearing by contacting Lead Counsel as indicated below.
Any Settlement Member may object to or support the Settlement, Lead Counsel's application for an award of attorneys' fees and expenses, and/or Lead Counsel's application for incentive awards to Plaintiffs. In so doing, however, any Objector or Supporter must, on or before May 31, 2023, follow the instructions set forth in the Notice.
Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice. All questions about this Summary Notice or proposed Settlement should be directed to Lead Counsel:
By electronic mail to:
AMCSettlementObjections@blbglaw.com
By mail to:
AMC Investor Submissions
c/o John Mills, Esq.
Bernstein Litowitz Berger & Grossmann LLP
1251 Avenue of the Americas
New York, NY 10020
BY ORDER OF THE COURT OF CHANCERY OF THE STATE OF DELAWARE
Dated: May 8, 2023
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SOURCE AMC Entertainment Holdings, Inc.
