ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF CONTINENTAL MATERIALS CORPORATION (“CMC”) COMMON STOCK WHOSE SHARES WERE (I) TENDERED AND EXCHANGED INTO THE RIGHT TO RECEIVE $9.50 CASH PER SHARE IN CONNECTION WITH THE FIRST STEP TENDER OFFER AND SUBSEQUENT OFFERING PERIOD THAT EXPIRED ON APRIL 17, 2020; AND/OR (II) EXCHANGED INTO THE RIGHT TO RECEIVE $9.50 CASH PER SHARE IN CONNECTION WITH THE SECOND STEP MERGER CONSUMMATED ON OCTOBER 4, 2020, BUT IN EACH CASE EXCLUDING THE EXCLUDED STOCKHOLDERS.
PLEASE READ THE NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY THESE LEGAL PROCEEDINGS. THE NOTICE RELATES TO THE PROPOSED SETTLEMENT OF CLASS ACTION AND CONTAINS IMPORTANT INFORMATION.
The purpose of the Notice is to inform you of the proposed Settlement of the Lawsuit, and about all of your options, before the Court decides whether to approve the Settlement.
Plaintiff alleges that the Company’s controlling stockholder and certain members of the Board of Directors of CMC (the “Board”) and CMC’s Chief Operating Officer (“COO”) breached their fiduciary duties because the Tender Offer and Merger was a going-private transaction subject to entire fairness review under Delaware law and was not entirely fair as to process and/or price. The Tender Offer and Merger are referred to as the “Transaction”, and resulted in the acquisition of CMC by its controlling stockholder, Bee Street Holdings LLC.
The Court will hold an in-person Settlement Hearing at 1:30 p.m. on June 13, 2022, at the Court of Chancery, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801. At this hearing, the Court will consider whether the Settlement is fair, reasonable, adequate, and whether to approve the Settlement. The Court will also consider Plaintiff’s Counsel’s request for an award of attorneys’ fees and expenses. If there are objections, the Court will consider them. At or after the hearing, the Court will make decisions whether to approve these matters relating to the Settlement. We do not know how long these decisions will take. The Court reserves the right to hold the hearing as a virtual hearing should the need arise.
You can object to the Settlement if you don’t like any part of it, including the request by Plaintiff’s Counsel for an award of attorneys’ fees and expenses as described in the Notice. To object, you must file with the Court, no later than May 27, 2022, a written statement saying that you object to the Settlement. Details on how to submit an objection are included in Question 11 of the Notice.