A $3.2 million proposed settlement has been reached in the suit brought against the former board of directors of the Rock of Ages Corporation by shareholders of the company. Shareholders had accused ROAC, now owned by the Swenson Granite Company LLC, of inadequate consideration and breach of fiduciary duties. The Defendants deny all allegations and claim they complied with all laws and acted in accordance with their duties to shareholders.They further assert they had been found fair in their dealings with shareholders by an investigation conducted by an independent special comittee of directors. The Defendants claim they agreed to settle due only to the burden, risk, and uncertainties associated with litigation. A hearing will be held on March 11, 2013, at the District Courthouse in Rutland Vermont. All Shareholders are entitled to be present at the hearing. Shareholders who desire to object to or exclude themselves from the settlement must do so by February 19, 2013. Rust Consulting is acting as Settlement Administrator for the Rock of Ages Corporation
Shareholders of Rock of Ages Corporation ("ROAC" or "the Company") common stock at any time during the period beginning on and including May 7, 2010, through and including January 19, 2011, your rights may be affected by a class action settlement. Banks or other entities who currently carry common stock of ROAC for shareholdrs are encouraged to provide the names of shareholders to Rust Consulting Inc who will in turn notify shareholders of the settlement.
This Summary Notice is provided pursuant to an Order of the United States District Court for the District of Vermont (the "Court") in a class action lawsuit known as Semon, et al. v. Swenson, et. al., No. 10-cv-00143-cr (the "Action"), to inform you of a proposed settlement (the "Settlement") reached between Todd Semon and Jerome Meister ("Plaintiffs") on behalf of a proposed class of ROAC shareholders (the "Class"), and ROAC's former Board of Directors ("Defendants").
Plaintiffs alleged that the transaction on January 19, 2011 (the "Transaction" or the "Merger"), pursuant to which ROAC was acquired by Swenson Granite Company LLC ("Swenson Granite") and its wholly owned subsidiary Granite Acquisition LLC for $5.25 per share in cash (the "Merger Consideration"), was part of an alleged scheme to acquire the Company for inadequate consideration and in breach of Defendants' fiduciary duties. Defendants have denied, and continue to deny, that they breached any duty, committed any violation of law, or engaged in any of the wrongful acts alleged in the Action. Among other things, Defendants contend that the Merger (i) was designed to, and in fact did, comply with all applicable laws, (ii) was determined by an independent special committee of directors to be fair to shareholders, (iii) was approved by a majority of shareholders who were unaffiliated with any Original Defendant; (iv) provided an 84% premium to shareholders, and (v) was in accordance with all of Defendants' duties as ROAC Board members. Defendants are entering into the Settlement solely because it would eliminate the burden, inconvenience, expense, risk, and uncertainties inherent in litigation.
A hearing will be held on March 11, 2013 at 1:00 p.m., before the Court at the United States District Courthouse, 151 West Street, Room 204, Rutland, Vermont 05701, (the "Settlement Hearing") to determine, among other things, whether the proposed Settlement should be approved by the Court as fair, reasonable, and adequate, and whether to grant an award of attorneys' fees and expenses to Plaintiffs' counsel and an incentive award to Plaintiff ("Plaintiff's Award"). If approved, the Settlement will provide for a fund of $3,200,000, which, after deducting any Plaintiffs' counsels' fees and costs and Plaintiffs' Award, will be automatically distributed on a pro rata basis to Class members who exchanged their ROAC shares for the Merger Consideration. If you are a Class member, you are entitled, but not required, to be present at the Settlement Hearing.
The Notice Of Pendency Of Class Action, Proposed Settlement Of Class Action And Settlement Hearing (the "Notice") defines the Class and describes in detail the terms of Settlement, including how to object to the proposed Settlement and how to exclude yourself from the Settlement. The deadline to object and for exclusion is February 19, 2013. If you have not received a copy of the Notice, you may obtain one free of charge by contacting:
Rock of Ages Corporation Settlement
c/o Rust Consulting, Inc.
P.O. Box 2888
Faribault, MN 55021-8688
[email protected]
Brokerage firms, banks and/or other persons or entities who held shares of the common stock of ROAC for the benefit of Class members are directed to promptly send the Notice to all of their respective beneficial owners or to furnish the names and addresses of such beneficial holders in writing to Rust Consulting, Inc., which will then be responsible for sending the Notice to such beneficial holders.
SOURCE: RUTLAND, Vt., Jan. 24, 2013 /PRNewswire-USNewswire Rust Consulting, Inc.
CONTACT: Settlement Administrator (Rust Consulting), +1-631-439-0065 Ext. 7502