IF YOU PURCHASED THE COMMON STOCK OF PERFORMANCE SPORTS GROUP LTD. BETWEEN JANUARY 15, 2015 AND OCTOBER 28, 2016, INCLUSIVE (SO LONG AS YOU ALSO PURCHASED AT LEAST ONE SHARE FROM JANUARY 15, 2015 THROUGH MARCH 14, 2016, INCLUSIVE), YOU COULD RECEIVE A PAYMENT FROM A PROPOSED CLASS ACTION SETTLEMENT.
The Notice explains important rights you may have, including your possible receipt of cash from a proposed Settlement. Your legal rights will be affected whether or not you act. A Federal Court authorized the Notice. This is not a solicitation from a lawyer.
PLEASE READ THE NOTICE CAREFULLY!
- Securities and Class Period: Performance Sports Group Ltd. (“PSG” or the “Company”) common stock purchased on a U.S. stock exchange between January 15, 2015 and October 28, 2016, inclusive (the “Class Period”).
- Description of the Action and the Settlement Class: The proposed Settlement resolves class action litigation over whether Kevin Davis and Amir Rosenthal (“Defendants”), former executives of PSG, allegedly made or were otherwise liable for allegedly material misrepresentations and omissions contained in certain statements to investors during the Class Period. Defendants denied the allegations and asserted a number of defenses to the claims asserted in the case. The United Association National Pension Fund, f/k/a Plumbers and Pipefitters National Pension Fund, previously designated by the Court as “Lead Plaintiff” in the Action, has been preliminarily appointed by the Court to represent all Settlement Class Members as the “Class Representative” for the case. Lead Plaintiff’s counsel, Cohen Milstein Sellers & Toll PLLC (“Cohen Milstein”), previously appointed by the Court to serve as “Lead Counsel,” has been preliminarily appointed by the Court to serve as “Class Counsel.” The Court has preliminarily certified the “Settlement Class” to consist of:
- All persons and entities that purchased or acquired the common stock of Performance Sports Group Ltd. (“PSG” or the “Company”) on a U.S. stock exchange from January 15, 2015 through October 28, 2016, inclusive (the “Class Period”), so long as they also purchased at least one share of PSG common stock on a U.S. stock exchange from January 15, 2015 through March 14, 2016, inclusive, and were damaged thereby. Excluded from the Settlement Class are Defendants; the officers and directors of the Company during the Class Period; members of their immediate families; their legal representatives, heirs, successors or assigns; and any entity in which Defendants or PSG have or had a controlling interest. Also excluded from the Settlement Class are any putative Settlement Class Members who exclude themselves by filing a request for exclusion in accordance with the requirements set forth in the Notice of Pendency of Class Action and Proposed Settlement (“Notice”).
- All persons and entities that purchased or acquired the common stock of Performance Sports Group Ltd. (“PSG” or the “Company”) on a U.S. stock exchange from January 15, 2015 through October 28, 2016, inclusive (the “Class Period”), so long as they also purchased at least one share of PSG common stock on a U.S. stock exchange from January 15, 2015 through March 14, 2016, inclusive, and were damaged thereby. Excluded from the Settlement Class are Defendants; the officers and directors of the Company during the Class Period; members of their immediate families; their legal representatives, heirs, successors or assigns; and any entity in which Defendants or PSG have or had a controlling interest. Also excluded from the Settlement Class are any putative Settlement Class Members who exclude themselves by filing a request for exclusion in accordance with the requirements set forth in the Notice of Pendency of Class Action and Proposed Settlement (“Notice”).
- Statement of Settlement Class’s Recovery: Subject to Court approval, and as described more fully in ¶¶ 18-20 in the Notice. Lead Plaintiff, on behalf of itself and the Settlement Class, has agreed to settle all Released Claims against the Defendants and the Defendants’ Releasees in exchange for a settlement payment by Defendants’ insurers (the “Insurance Carriers”) of $13,000,000 in cash (the “Settlement Amount”) to be deposited into an interest-bearing escrow account (the “Settlement Fund”) and certain other terms. The Settlement Fund less all Taxes, Notice and Administration Costs, and attorneys’ fees and Litigation Expenses that may be awarded by the Court to Lead Counsel and Lead Plaintiff (the “Net Settlement Fund”) will be distributed to members of the Settlement Class in accordance with a plan of allocation (the “Plan of Allocation”) that is subject to approval by the Court. The proposed Plan of Allocation is included in the Notice, and may be modified by the Court without further notice.
- Statement of Estimated Average Amount of Recovery: Your recovery will depend on the number of shares of PSG common stock that you purchased during the Class Period, the price(s) at which those shares were purchased, the timing of your purchases, and any sales. Depending on the number of eligible shares of common stock that participate in the Settlement, and when and at what price that common stock was purchased and sold, the estimated average recovery per share of PSG common stock will be approximately $0.34 before deduction from the Settlement Fund of Court-approved fees and expenses and any other awards or payments.1
- Statement of the Parties’ Position on Damages: Defendants deny all claims of wrongdoing and deny that they are liable to Lead Plaintiff and/or the Settlement Class or that Lead Plaintiff or other members of the Settlement Class suffered any injury. Moreover, the parties do not agree on the amount of damages that might be recoverable if liability could be proven. The issues on which the parties disagree include, but are not limited to: (1) whether the statements made or facts allegedly omitted were material, false or misleading for all the reasons alleged by Lead Plaintiff; (2) whether Defendants are otherwise liable under the securities laws for those statements or omissions; and (3) whether all or part of the damages allegedly suffered by Lead Plaintiff or members of the Settlement Class were caused by the alleged misstatements or omissions.
- Statement of Attorneys’ Fees and Expenses Sought: Lead Counsel has litigated this case on a contingent basis. They have conducted this litigation and advanced the expenses of litigation with the expectation that if they were successful in recovering money for the Settlement Class, they would receive fees and be reimbursed for their expenses from the Settlement Fund. This is customary in this type of litigation. Prior to final distribution of the Net Settlement Fund, Lead Counsel will apply to the Court for an award of attorneys’ fees from the Settlement Fund in an amount not to exceed 28% of the Settlement Fund (or $3,640,000), plus interest earned at the same rate and for the same period as earned by the Settlement Fund. In addition, Lead Counsel also will apply for the reimbursement of Litigation Expenses paid or incurred in connection with the prosecution and resolution of the Action in an amount not to exceed $900,000 plus interest earned at the same rate and for the same period as earned by the Settlement Fund. If the Court approves Lead Counsel’s fee and expense application, the estimated average cost per share of common stock is $0.12.2
- Identification of Attorneys’ Representatives: Lead Plaintiff and the Settlement Class are being represented by Cohen Milstein. Any questions regarding the Settlement should be directed to Carol V. Gilden, Esq., 190 S. LaSalle St., Suite 1705, Chicago, IL 60603, (312) 357-0370, cgilden@cohenmilstein.com.
1 This estimated average recovery per share does not include allocation of (1) the $1,150,000 (less reimbursement of expenses of PSG’s Bankruptcy Trustee) in proceeds from the settlement previously approved by the Bankruptcy Court on behalf of the Bankruptcy Settlement Class as described in ¶¶ 16-17 in the Notice, infra; and (2) the Bankruptcy Settlement Class’s 40% interest in proceeds from certain litigation claims subsequently recovered by PSG’s Bankruptcy Trustee should any remain after deduction of the Bankruptcy Settlement Class’s pro rata share of the Trustee’s fees, costs, and expenses, which has not yet been finally determined (together, the “Bankruptcy Settlement Fund,” and together with the Settlement Fund, the “Settlement Funds”). Lead Counsel has been advised by counsel to the PSG Bankruptcy Trustee that those fees, costs, and expenses will likely exceed the Bankruptcy Settlement Class’s $170,000 recovery (40% of $425,000) but a final accounting has not yet been provided. Net of expenses, the Bankruptcy Settlement Fund is the “Bankruptcy Net Settlement Fund” (together with the Net Settlement Fund, the “Net Settlement Funds”). The Bankruptcy Net Settlement Fund will be distributed pro rata to Settlement Class Members who purchased shares of PSG common stock between January 15, 2015 and March 14, 2016, inclusive, as described in the Plan of Allocation infra at ¶ 24 in the Notice, et seq.
2 This estimated average cost per share relates solely to the Settlement Fund and not the Bankruptcy Settlement Fund. Lead Counsel will also apply to the Court for an award of attorneys’ fees from the Bankruptcy Settlement Fund in an amount not to exceed 28% of the $1,150,000 in proceeds from the settlement previously approved by the Bankruptcy Court (or $322,000), plus interest earned at the same rate and for the same period as earned by the Bankruptcy Settlement Fund.
YOUR LEGAL RIGHTS AND OPTIONS IN THE SETTLEMENT:
REMAIN A MEMBER OF THE SETTLEMENT CLASS AND FILE A PROOF OF CLAIM FORM.
This is the only way to receive a payment. If you wish to obtain a payment as a member of the Settlement Class, you will need to file a proof of claim form (the “Proof of Claim Form”), which is included with the Notice, must either be postmarked no later than November 14, 2022 or submitted online here no later than 11:59 p.m. EST on November 14, 2022.
EXCLUDE YOURSELF FROM THE SETTLEMENT CLASS BY SUBMITTING A WRITTEN REQUEST FOR EXCLUSION SO THAT IT IS RECEIVED NO LATER THAN OCTOBER 28, 2022.
If you exclude yourself from the Settlement Class, you will receive no payment pursuant to this Settlement. You may be able to seek recovery against the Defendants or other Defendants’ Releasees through other litigation at your own expense.
OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN OCTOBER 28, 2022.
Write to the Court and explain why you do not like the Settlement, the requested Judgment to approve the Settlement; the proposed Plan of Allocation, or the request for attorneys’ fees and reimbursement of Litigation Expenses. You cannot object to the Settlement unless you are a member of the Settlement Class and do not validly exclude yourself.
GO TO THE HEARING ON NOVEMBER 18, 2022 AT 3:30 P.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN OCTOBER 28, 2022.
You may attend the hearing to speak in Court about the fairness of the Settlement, the requested Judgment to approve the Settlement, the proposed Plan of Allocation, or Lead Counsel’s request for attorneys’ fees and reimbursement of Litigation Expenses. You cannot object to the Settlement unless you are a member of the Settlement Class and do not validly exclude yourself.
DO NOTHING
Receive no payment, remain a Settlement Class Member, give up your rights to seek recovery against the Defendants and the other Defendants’ Releasees through other litigation and be bound by the Judgment entered by the Court if it approves the Settlement, including the release of the Released Claims.