Notice of Dismissal of Atlas Technical Consultants, Inc. Litigation and Agreement Upon Attorneys' Fees
NEW YORK, July 11, 2023 /PRNewswire/ -- Notice is hereby provided to all persons who held shares of Atlas Technical Consultants, Inc. ("Atlas" or the "Company") common stock at any time during the period from and including January 30, 2023 through April 19, 2023.
The purpose of this Notice is to inform you about developments with respect to the putative class action lawsuit captioned Terry Johns, Jr. v. Brian Ferraioli, et al., C.A. No. 2023-0266-KSJM (the "Action"), including the dismissal of the Action and an agreement to pay attorneys' fees and expenses to counsel for Plaintiff in the Action.
On January 30, 2023, the Company entered into an Agreement and Plan of Merger with GI Apple Midco LLC and GI Apple Merger Sub LLC, affiliates of GI Manager L.P. ("GI Partners"), pursuant to which Company stockholders would receive $12.25 per share in cash for each share of Atlas they held (the "Merger").
On March 1, 2023, the Company filed a proxy statement with the Securities and Exchange Commission ("SEC") a Schedule 14A (the "Proxy") in connection with the stockholder vote on March 29, 2023 relating to the Merger.
On March 2, 2023, Plaintiff Terry Johns, Jr., a stockholder of the Company, filed the Action and named as defendants the Company and the members of the Company's Board of Directors (the "Board"). The complaint alleged, among other things, that the Board violated its fiduciary duties under Delaware law by failing to provide all material information in the Proxy required for stockholders to cast an informed vote regarding the Merger. As relief, the complaint sought, among other things, an injunction against the Merger, damages, and an award of attorneys' and experts' fees.
On March 2, 2023, Plaintiff filed a motion for expedited proceedings and a motion for a preliminary injunction.
The Company and the other defendants have denied that they committed any violation of law or engaged in any of the wrongful acts that were or could have been alleged in the Action, and expressly maintain that they diligently and scrupulously complied with their fiduciary and other legal duties.
After the complaint was filed, the Company and its Board determined to provide additional disclosures to the Proxy to address the allegations in the Action in a Form 8-K, filed with the SEC on March 17, 2023 (the "Supplemental Disclosures").
On March 30, 2023, the Court approved a stipulation under which the Plaintiff voluntarily dismissed the Action. The Court retained jurisdiction solely for the purpose of adjudicating the anticipated application of Plaintiff's counsel for an award of attorneys' fees and reimbursement of expenses in connection with the Action (the "Fee and Expense Application"). Plaintiff filed the Fee and Expense Application on April 12, 2023. Following negotiations, the Company, while denying any and all liability, and maintaining that the Proxy already contained all material information required for stockholders to cast an informed vote regarding the Merger prior to the Supplemental Disclosures, agreed to pay $275,000 to Plaintiff's counsel for attorneys' fees and expenses in full satisfaction of the anticipated Fee and Expense Application. The Court has not been asked to review, and will pass no judgment on, the payment of attorneys' fees and expenses or their reasonableness.
Attorneys for Plaintiff and Defendants may be contacted as follows:
MONTEVERDE & ASSOCIATES PC
Juan E. Monteverde
The Empire State Building
350 Fifth Avenue, Suite 4405
New York, NY 10118
Tel: (212) 971-1341
jmonteverde@monteverdelaw.com
Attorneys for Plaintiff
KIRKLAND & ELLIS LLP
Stefan Atkinson
Jordan D. Peterson
601 Lexington Avenue
New York, NY 10022
(212) 446-4803
stefan.atkinson@kirkland.com
Attorneys for Defendants
SOURCE Monteverde & Associates PC
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