Expedia Group, Inc. (NASDAQ: EXPE) today published a summary notice of pendency and proposed settlement of class and derivative action. The full text follows below.
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN RE EXPEDIA GROUP
SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF CLASS AND DERIVATIVE ACTION, SETTLEMENT HEARING,
AND RIGHT TO APPEAR
(1) All holders of shares of Expedia Group, Inc. (“Expedia” or the “Company”) common stock that were issued and outstanding as of April 16, 2019 (the “Class Shares”), together with their heirs, assigns, transferees, and successors-in-interest, in each case solely in their capacity as holders or owners of Class Shares (the “Class”);1 and
(2) All holders of Expedia common stock as of November 2, 2021 (“Current Stockholders”).
PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS WILL BE AFFECTED BY THE PROPOSED SETTLEMENT OF THIS ACTION.
YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Delaware Court of Chancery (the “Court”), that the above-captioned class and derivative action (the “Action”) is pending in the Court.
YOU ARE ALSO NOTIFIED that Plaintiff in the Action, on behalf of itself and the Class and derivatively on behalf of Expedia, has reached a proposed settlement of the Action (the “Settlement”) as provided in the Stipulation and Agreement of Settlement dated November 2, 2021 (the “Stipulation”). If approved, the Settlement will resolve all claims in the Action.
Under the terms of the Stipulation, Defendants, Expedia, and the Special Litigation Committee of the Board of Directors of Expedia agreed to implement certain corporate governance reforms, which created benefits for the Company. The terms of the Settlement, as well as a description of the history of the Action and an explanation of Class Members’ and Current Stockholders’ legal rights with respect to the Settlement, are provided in the Notice. The Notice and the Stipulation are publicly available on the “Investors/Resources” section of Expedia’s website, http://www.expediagroup.com/investors/investors-overview/default.aspx.
A hearing (the “Settlement Hearing”) will be held on January 19, 2022 at 3:15 p.m., before Vice Chancellor J. Travis Laster, either in person at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, or by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether the Action may be finally maintained as a non-opt out class action and whether the Class should be finally certified by the Court, for purposes of the Settlement, pursuant to Court of Chancery Rules 23(a), 23(b)(1) and 23(b)(2); (ii) determine whether Plaintiff may be finally certified as representative for the Class and Plaintiff’s Lead Counsel as counsel for the Class, and whether Plaintiff and Plaintiff’s Lead Counsel have adequately represented the interests of the Class in the Action; (iii) determine whether the proposed Settlement, on the terms and conditions provided for in the Stipulation, is fair, reasonable, and adequate to the Class, the Company, and Current Stockholders; (iv) determine whether the Court should finally approve the Settlement and enter the Judgment, substantially in the form attached as Exhibit D to the Settlement Stipulation, finally certifying the Class, dismissing the Action with prejudice against Defendants, and extinguishing and releasing the Released Claims; (v) determine whether the application by Plaintiff’s Counsel for an award of attorneys’ fees and expenses should be approved; (vi) hear and determine any objections to the proposed Settlement, the class action determination, and Plaintiff’s Counsel’s fee and expense application; and (vii) consider any other matters 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 updates regarding in-person or telephonic appearances at the hearing, will be posted to the “Investors/Resources” section of Expedia’s website, http://www.expediagroup.com/investors/investors-overview/default.aspx.
Any objections to the proposed Settlement or Plaintiff’s Counsel’s application for an award attorneys’ fees and expenses must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff’s Lead Counsel and Defendants’ Counsel such that they are received on or before January 4, 2022, in accordance with the instructions set forth in the Notice.
Please Note: Class Members and Expedia stockholders will not receive any direct payment from the Settlement. Accordingly, there is no Proof of Claim Form to submit in connection with this Settlement. Also, Class Members and Expedia stockholders are not required to take any action in response to this notice.
DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE REGISTER IN CHANCERY REGARDING THIS NOTICE.
All questions regarding this notice and the Settlement should be made to the following counsel for Plaintiff: Ned Weinberger, Labaton Sucharow LLP, 300 Delaware Avenue, Suite 1340, Wilmington, DE 19801, 302-573-6938, email@example.com; Christopher Foulds, Friedlander & Gorris, P.A., 1201 N. Market Street, Suite 2200, Wilmington, DE 19801, 302-593-3500, firstname.lastname@example.org; or Mark Lebovitch, Esq., Bernstein Litowitz Berger & Grossmann LLP, 1251 Avenue of the Americas, 44th Floor, New York, NY 10020, 1-800-380-8496, email@example.com.
By Order of the Court of Chancery of the State of Delaware
1 Members of the Class are referred to herein as “Class Members.” Certain persons and entities are excluded from the Class by definition, as set forth in the full Notice of Pendency and Proposed Settlement of Class and Derivative Action, Settlement Hearing, and Right to Appear (the “Notice”), which is available on the “Investors/Resources” section of Expedia’s website, http://www.expediagroup.com/investors/investors-overview/default.aspx.
About Expedia Group
Expedia Group, Inc. (NASDAQ: EXPE) companies power travel for everyone, everywhere through our global platform. Driven by the core belief that travel is a force for good, we help people experience the world in new ways and build lasting connections. We provide industry-leading technology solutions to fuel partner growth and success, while facilitating memorable experiences for travelers. Our organization is made up of four pillars: Expedia Services, focused on the group’s platform and technical strategy; Expedia Marketplace, centered on product and technology offerings across the organization; Expedia Brands, housing all our consumer brands; and Expedia for Business, consisting of business-to-business solutions and relationships throughout the travel ecosystem. The Expedia Group family of brands includes: Expedia®, Hotels.com®, Expedia® Partner Solutions, Vrbo®, trivago®, Orbitz®, Travelocity®, Hotwire®, Wotif®, ebookers®, CheapTickets®, Expedia Group™ Media Solutions, CarRentals.com™, and Expedia Cruises™.
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