November 23, 2021 11:56 ET | Source: Abraham, Fruchter & Twersky, LLP
NEW YORK, Nov. 23, 2021 (GLOBE NEWSWIRE) -- Notice is hereby provided to all persons who held shares of MMA Capital Holdings, Inc. (“MMAC” or the “Company”) common stock in the period from and including May 24, 2021 through August 23, 2021.
The purpose of this Notice is to inform you of developments with respect to the putative class action lawsuit captioned Cohen v. Falcone, et al., C.A. No. 2021-0646-LWW (the “Action”) pending in the Court of Chancery of the State of Delaware, including the dismissal for mootness of the Action and an agreement by Defendants to pay attorneys’ fees and expenses to counsel for Plaintiff in the Action.
On May 24, 2021, the Company entered into a merger agreement (the “Merger Agreement”) with FP Acquisition Parent, LLC and FP Merger Sub, LLC (together “FP”), pursuant to which it would merge into FP Merger Sub, LLC in an all-cash transaction valued at approximately $161.7 million (the “Merger”).
On July 13, 2021, the Company filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement (the “Proxy Statement”) asking its stockholders of record as of 5:00 p.m., New York City time, on July 2, 2021, to approve of the Merger Agreement.
On July 23, 2021, Plaintiff Cohen, a stockholder of the Company, filed the Action, which named as defendants then-members of the Company’s Board of Directors (the “Board”) and alleged, among other things, that the members of the Board violated their fiduciary duties under Delaware law by failing to provide all material information in the Proxy Statement required for stockholders to cast an informed vote regarding the Merger. As relief, the complaint sought, among other things, an injunction against the Merger, damages, and an award of attorneys’ and experts’ fees.
Also, on July 23, 2021, Plaintiff Cohen filed motions in the Action for expedited proceedings and for a preliminary injunction. On August 2, 2021, all Parties to the Action stipulated to a proposed expedited schedule pursuant to which the Court would have heard oral argument on Plaintiff’s motion for a preliminary injunction on Monday, August 9, 2021. On August 3, 2021, the Court approved the Parties’ stipulation.
After the complaint was filed, the Company determined to provide additional public disclosures regarding the Merger, including certain “MMAC Projections” (as defined by the Proxy Statement) to address the allegations in the Action (the “Supplemental Disclosures”).
The Supplemental Disclosures were included in a Form 8-K filed by the Company on August 3, 2021 in connection with the Merger (the “Supplement”). After the Supplement was issued, Plaintiff withdrew his motion for a preliminary injunction and advised the Court that he intended to confer with Defendants shortly after the MMAC stockholder meeting with respect to further proceedings in this action.
Following negotiations after MMAC’s stockholder meeting, Defendants, while denying any and all liability, and maintaining that the Proxy Statement contained all material information required for stockholders to cast an informed vote regarding the Merger prior to the Supplemental Disclosures, agreed to pay or cause to be paid $250,000 to Plaintiff’s counsel for attorneys’ fees and expenses in full satisfaction of Plaintiff’s claims for attorneys’ fees and expenses. The payment will be made by FP Acquisition Company 3.5 LLC. The Court has not been asked to review, and will pass no judgment on, the payment of attorneys’ fees and expenses or their reasonableness.
Attorneys for Plaintiff and Defendants may be contacted as follows:
Abraham, Fruchter & Twersky, LLP
Michael J. Klein
450 Seventh Avenue, 38th Floor
New York, New York 10123
Counsel for Plaintiff
SIDLEY AUSTIN LLP
James W. Ducayet
One South Dearborn
Chicago, IL 60603
Counsel for Defendants