Jun 18, 2002 00:52:56
CROWN MEDIA: DE Court Approves $1.5M Settlement Of
Shareholder Suit
FREDERICK, Maryland (SunStream News) -- The Delaware Chancery Court
granted preliminary approval to the settlement proposed by Crown Media
Holdings, Inc. relating to a consumer class action filed over the
Company’s proposal to purchase Crown Meida Library. The suit was
commenced in June 2001, as a class action and derivative action and
alleged, among other things, that the films transaction was the product
of an unfair process designed to advantage Hallmark Cards as the
controlling stockholder and that the price being paid to Hallmark
Entertainment Distribution was not entirely fair. In June 2001, the
Company, Hallmark Cards and the other defendants and the plaintiff
entered into a memorandum of understanding stating an agreement in
principle on a settlement of the lawsuit concerning the transaction. As
of February& 20, 2002, the Company and the other parties to the
lawsuit entered into a settlement agreement concerning the lawsuit, with
terms contemplated by the memorandum of understanding. The settlement
agreement provides, among other things, that: (1) the purchase price of
the films transaction will be reduced by 425,000 shares of Class A
Common Stock; (2) all claims against the Company and related parties
that arise out of the events alleged in the lawsuit will be released;
and (3) the Company will pay the fees and disbursements of the
plaintiff’s counsel, without interest. At a settlement hearing on
April 18, 2002, the court determined, among other things, that: (i) the
settlement is fair and reasonable, and in the best interest of a class
consisting of all record owners and beneficial owners of the Company’s
common stock on any day from November 6, 2000 (the date that the films
transaction was publicly announced) to and including September 28, 2001,
the effective date of closing the films transaction; (2) the lawsuit be
dismissed such that no plaintiff or class member could sue on their
claims again; (3) the lawsuit be certified as a class action; and (4) it
should grant the request of the plaintiff’s counsel for attorneys fees
and reimbursement of expenses of $700,000 in connection with the
lawsuit.
ss/bal
Source: M&A Reporter - Asia Pacific
Publication Date: 2002-06-18