In exchange for dismissing and releasing the Released Claims against the Defendants, the proposed Settlement requires the Company to adopt and continue certain corporate governance measures and procedures, as outlined in Exhibit A to the Stipulation.
SECAUCUS, N.J., May 22, 2020 (GLOBE NEWSWIRE) -- Freshpet, Inc. (“Freshpet” or the “Company”) today announced that it has agreed to settle the shareholder derivative litigation Meldon v. Freshpet, Inc. et al., which had been pending in the United States District Court for the District of New Jersey against the Company, as a nominal defendant, and certain of the Company’s current and former directors and executive officers. The settlement is subject to Court approval. The Court has granted preliminary approval, pursuant to which the Company is issuing this release and making disclosure of the settlement to its shareholders in the attached Notice to Current Freshpet Stockholders (“Notice”). In connection with the proposed settlement, all of the defendants deny any liability and the Company has agreed to continue certain corporate governance practices and to adopt certain others. The full Notice is included as Exhibit 1 to this release below.
Freshpet’s mission is to improve the lives of dogs and cats through the power of fresh, real food. Freshpet foods are blends of fresh meats, vegetables and fruits farmed locally and made at our Kitchens in Bethlehem PA. We thoughtfully prepare our foods using natural ingredients, cooking them in small batches at lower temperatures to preserve the natural goodness of the ingredients. Freshpet foods and treats are kept refrigerated from the moment they are made until they arrive at Freshpet Fridges in your local market.
Our foods are available in select mass, grocery (including online), natural food, club, and pet specialty retailers across the United States, Canada and Europe. From the care, we take to source our ingredients and make our food, to the moment it reaches your home, our integrity, transparency and social responsibility are the way we like to run our business. To learn more, visit www.freshpet.com.
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Forward Looking Statements
Certain statements in this release constitute “forward-looking” statements. These statements are based on management’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results. These forward-looking statements are only predictions, not historical fact, and involve certain risks and uncertainties, as well as assumptions. Actual results or events could differ materially from those stated, anticipated or implied by such forward-looking statements. Such forward-looking statements are made only as of the date of this release. Freshpet undertakes no obligation to publicly update or revise any forward-looking statement because of new information, future events or otherwise, except as otherwise required by law. If we do update one or more forward-looking statements, no inference should be made that we will make additional updates with respect to those or other forward-looking statements.
NOTICE TO CURRENT FRESHPET STOCKHOLDERS
On May 4, 2020, Freshpet, Inc. (“Freshpet” or the “Company”), in its capacity as a nominal defendant, entered into a Stipulation of Settlement (the “Stipulation”) in the abovecaptioned shareholder derivative action filed derivatively on behalf of Freshpet, in the United States District Court for the District of New Jersey (the “Court”), against certain current and former directors and officers of the Company and against the Company as a nominal defendant (the “Derivative Action”). The Stipulation and the settlement contemplated therein (the “Settlement”), subject to the approval of the Court, is intended by the Settling Parties1 to fully, finally, and forever compromise, resolve, discharge, and settle the Released Claims and to result in the complete dismissal of the Derivative Action with prejudice, upon the terms and subject to the conditions set forth in the Stipulation. In exchange for dismissing and releasing the Released Claims against the Defendants, the proposed Settlement requires the Company to adopt and continue certain corporate governance measures and procedures, as outlined in Exhibit A to the Stipulation. In addition, Defendants agree to pay, or cause to be paid, a Fee and Expense Award to Plaintiff’s Counsel of two hundred ten thousand dollars ($210,000.00) and Service Award to the Plaintiffs of one thousand dollars ($1,000.00) to be paid from the Fee and Expense Award, subject to Court approval.
This notice is a summary only and does not describe all of the details of the Stipulation. For full details of the matters discussed in this summary, please see the Stipulation posted on the “Investors” section of Company’s website, www.Freshpet.com, contact Plaintiff’s Counsel at the address listed below, or inspect the Stipulation and its exhibits filed with the Clerk of the Court.
On May 18, 2020, the Court entered an order preliminarily approving the Stipulation and the Settlement contemplated therein, and providing for notice to be posted by an 8-K filed with the U.S. Securities and Exchange Commission, via press release and also, along with the Stipulation, on the “Investors” section of the Company’s website, (the “Preliminary Approval Order”). The Preliminary Approval Order further provides that the Court will hold a hearing (the “Settlement Hearing”) on July 21, 2020 at 2:00 p.m. before the Honorable Madeline Cox Arleo in Courtroom 4A of the United States District Court for the District of New Jersey, Martin Luther King Building & U.S. Courthouse, 50 Walnut Street, Newark, NJ 07102, pursuant to Federal Rule of Civil Procedure 23.1, to among other things: (i) determine whether the proposed Settlement is fair, reasonable and adequate and in the best interests of the Company and its shareholders; (ii) consider any objections to the Settlement submitted in accordance with the Notice; (iii) determine whether a Judgment substantially in the form attached as Exhibit D to the Stipulation should be entered dismissing all claims in the Derivative Action with prejudice and releasing the Released Claims against the Released Parties; (iv) consider the agreed-to Fee and Expense Award to Plaintiff’s Counsel of attorneys’ fees and the reimbursement of expenses; (v) consider the Service Award to Plaintiff, which will be funded from the Fee and Expense Award; and (vi) consider any other matters that may properly be brought before the Court in connection with the Settlement.
Any Freshpet Stockholder who wishes to object to the fairness, reasonableness, or adequacy of the Settlement as set forth in the Stipulation, or to the proposed award of attorneys’ fees and expenses, may file an objection. To object, a Stockholder must, no later than fourteen (14) days prior to the Settlement Hearing: (1) file with the Clerk of the Court and serve upon the below listed counsel a written objection to the Settlement setting forth: (a) the nature of the objection; (b) proof of ownership of Freshpet common stock through the date of the Settlement Hearing, including the number of shares of Freshpet common stock held and the date of purchase; (c) any and all documentation or evidence in support of such objection; and (d) the identities of any cases, by name, court, and docket number, in which the stockholder or his, her, or its attorney has objected to a settlement in the last three years; and (2) if a Current Freshpet Stockholder intends to appear and requests to be heard at the Settlement Hearing, such Stockholder must, in addition to the requirements of (1) above, file with the Clerk of the Court and serve on the below counsel: (a) a written notice of such Stockholder’s intention to appear at the Settlement Hearing; (b) a statement that indicates the basis for such appearance; (c) the identities of any witnesses the Stockholder intends to call at the Settlement Hearing and a statement as to the subjects of their testimony; and (d) any and all evidence that would be presented at the Settlement Hearing. Any objector who does not timely file and serve a notice of intention to appear in accordance with this paragraph shall not be permitted to appear at the Settlement Hearing, except for good cause shown.
The objector must file such objections and supporting documentation with the Clerk’s Office, U.S. District Court for the District of New Jersey, Martin Luther King Building & U.S. Courthouse, 50 Walnut Street, Newark, NJ 07102 not later than fourteen (14) days prior to the Settlement Hearing, and, by the same date, copies of all such papers must also be received by each of the following persons:
Counsel for Plaintiffs:
Michael J. Hynes
HYNES & HERNANDEZ, LLC
101 Lindenwood Drive, Suite 225
Malvern, PA 19355
Counsel for Defendants:
Jay A. Dubow, Esq.
PEPPER HAMILTON LLP
3000 Two Logan Square
Philadelphia, Pennsylvania 19103
An objector may file an objection on his, her or its own or through an attorney hired at his, her or its own expense. If an objector hires an attorney to represent him, her or it for the purposes of making such objection pursuant to this paragraph, the attorney must effect service of a notice of appearance on the counsel listed above and file such notice with the Court no later than fourteen (14) days before the Settlement Hearing. Any Freshpet stockholder who does not timely file and serve a written objection complying with the terms of this paragraph shall be deemed to have waived, and shall be foreclosed from raising, any objection to the Settlement, and any untimely objection shall be barred. Any submissions by the Settling Parties in opposition or response to objections shall be filed with the Court no later than seven (7) days before the Settlement Hearing.
Any objector who files and serves a timely, written objection in accordance with the instructions above and herein, may appear at the Settlement Hearing either in person or through counsel retained at the objector’s expense. Objectors need not attend the Settlement Hearing, however, in order to have their objections considered by the Court.
If you are a current holder of Freshpet common stock and do not take steps to appear in this action and object to the proposed Settlement, you will be bound by the Judgment of the Court and will forever be barred from raising an objection to such settlement in this or any other action or proceeding, and from pursuing any of the Released Claims.
If you held Freshpet common stock as of May 4, 2020 and continue to hold such stock, you may have certain rights in connection with the proposed Settlement. You may obtain further information by contacting counsel for Plaintiffs at: Michael J. Hynes, Esq., Hynes & Hernandez, LLC, 101 Lindenwood Drive, Suite 225, Malvern, PA 19355, Telephone: (484) 875-3116, Email: email@example.com.
1 All capitalized terms used in this notice, unless otherwise defined herein, are defined as set forth in the Stipulation.