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Ademi LLP Announces Proposed Class Action Settlement For All Record Holders and Beneficial Holders of Common Stock in Kaleyra, Inc. as of the Closing of the Merger Between Kaleyra and Tata Communications Limited, which Closed on October 5, 2023

Ademi LLP:

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

 

 

CRAIG TYLENDA, Individually and on Behalf of All Others Similarly Situated,

 

Plaintiff,

 

        v.

 

DARIO CALOGERO, AVI S. KATZ, EMILIO HIRSCH, MATTEO LODRINI, KATHLEEN MILLER, JOHN MIKULSKY, NEIL MIOTTO, KARIN-JOYCE TJON, NORTHLAND SECURITIES INC., and TATA COMMUNICATIONS LIMITED,

 

Defendants.

 

























C.A. No. 2023-1277-NAC

 

 

 

 

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCK HOLDER CLASS ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR

TO:

All record and beneficial holders of common stock in Kaleyra, Inc. (“Kaleyra”) as of the closing of the merger between Kaleyra and Tata Communications Limited (“Tata Communications”), which closed on October 5, 2023 (the “Merger”) (“Settlement Class”).

 

 

 

IF YOU DO NOT INTEND TO OBJECT TO THE SETTLEMENT, PLAINTIFF’S COUNSEL’S FEE AND EXPENSE AWARD (DEFINED BELOW), OR PLAINTIFF’S INCENTIVE AWARD (DEFINED BELOW), YOU NEED NOT TAKE ACTION IN RESPONSE TO THIS NOTICE.

 

 

 

Certain persons and entities are excluded from the Settlement Class by definition, as set forth in the full Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (the “Notice”), available at www.kaleyrastockholdersettlement.com. Any undefined capitalized terms used in this Summary Notice shall have the meanings given to them in the Notice or in the Stipulation and Agreement of Settlement, Compromise, and Release dated October 25, 2024 (“Stipulation”), which is also available at www.kaleyrastockholdersettlement.com.

PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (“Court”), that the above-captioned stockholder class action (“Action”) has been preliminarily certified as a class action on behalf of the Settlement Class defined above.

YOU ARE ALSO NOTIFIED that (i) plaintiff Craig Tylenda (“Plaintiff”), on behalf of himself and all other members of the Settlement Class; and (ii) defendants Dario Calogero, Avi S. Katz, Emilio Hirsh, Matteo Lodrini, Kathleen Miller, John Mikulsky, Neil Miotto, Karin-Joyce Tjon, (collectively, the “Individual Defendants”), Northland Securities, Inc. (“Northland”) and Tata Communications (collectively, “Defendants”) have reached a proposed settlement of the Action on the terms set forth in the Stipulation (“Settlement”). Pursuant to the Settlement, Defendants have agreed to pay, or cause to be paid, $3,350,000.00 to a Settlement Fund to be shared amongst the Settlement Class. If approved by the Court, the Settlement will resolve all claims in the Action.

A hearing (“Settlement Hearing”) will be held on January 23, 2025, at 11:00 a.m., before The Honorable Nathan A. Cook, Vice Chancellor, at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Settlement Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiff and Plaintiff’s Counsel— Ademi LLP —have adequately represented the Settlement Class, and whether Plaintiff should be finally appointed as Class Representative for the Settlement Class and Plaintiff’s Counsel should be finally appointed as Class Counsel for the Settlement Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to Plaintiff and the other members of the Settlement Class; (iv) determine whether the proposed Order and Final Judgment approving the Settlement, dismissing the Action with prejudice, and granting the Releases provided under the Stipulation should be entered; (v) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) determine whether and in what amount any award of attorneys’ fees and payment of Litigation Expenses to Plaintiff’s Counsel (“Fee and Expense Award”) should be paid out of the Settlement Fund, including any incentive award to Plaintiff (“Incentive Award”) to be paid solely from any Fee and Expense Award; (vii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and Plaintiff’s Counsel’s application for a Fee and Expense Award, including any Incentive Award to Plaintiff; and (viii) 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, time, or format of the hearing or updates regarding remote or in-person appearances at the hearing, will be posted to the Settlement website, www.kaleyrastockholdersettlement.com.

If you are a member of the Settlement Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator by mail at Kaleyra Stockholder Settlement, c/o A.B. Data, Ltd., P.O. Box 170500, Milwaukee, WI 53217; by telephone at 1-877-388-1730; or by email at info@kaleyrastockholdersettlement.com. A copy of the Notice can also be downloaded from the Settlement website, www.kaleyrastockholdersettlement.com.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of shares of Kaleyra common stock held as of the closing of the Merger on October 5, 2023, excluding those shares held by Excluded Persons and Redeeming Stockholders (“Eligible Shares”) and (ii) the “Per-Share Recovery” for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares held by all Eligible Class Members, provided, however, that no cash payments for less than $1.00 will be made. As explained in further detail in the Notice, Eligible Class Members do not have to submit a claim form to receive a payment from the Net Settlement Fund.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Plaintiff’s Counsel’s Fee and Expense Award, including Plaintiff’s application for an Incentive Award, must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff’s Counsel and Defendants’ Counsel such that they are received no later than January 8, 2025, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice. All questions about this Summary Notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiff’s Counsel.

Requests for the Notice should be made to the Settlement Administrator:

Kaleyra Stockholder Settlement

c/o A.B. Data, Ltd.

P.O. Box 170500

Milwaukee, WI 53217

Telephone : 1-877-388-1730

Email: info@kaleyrastockholdersettlement.com

Website: kaleyrastockholdersettlement.com

Inquiries, other than requests for the Notice, should be made to Plaintiff’s Counsel:

Guri Ademi

Jesse Fruchter

ADEMI LLP

3620 East Layton Avenue Cudahy, Wisconsin 53110

Tel. 414-482-8000

Fax 414-482-8001

gademi@ademilaw.com

jfruchter@ademilaw.com

 

BY ORDER OF THE COURT

OF CHANCERY OF THE

STATE OF DELAWARE

 

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