THEODORE EYKlt~G
7
CHARLES AND"'PHY LIS WHEELER
8
9
wf
111
121
CITY OFTAYLOR
By:
Title:
Bl
141
15
16
18
BRIARWOOD INVESTMENTS. INC.
i
By.
Title:
FENWICK & WEST LLP
KEVIN P. MUCK
DEANS. KRISTY
MARIE C. BAFUS
19
20
21
22
KEVIN P. MUCK
555 California Street, 13th Floor
1
2
THEODORE EYKING
3
4
5
BRADLEY SKAGGS
6
7
CHARLES AND PHYLLIS WHEELER
8
9
10
CITY OF TAYLOR
11
By:
Title:
12
13
14
B~~WOOD INVESTMENTS, INC.
")
, !I
£> /f(<_..,}':::-,
pfc>l ,
15
By: ~tlc
16
Title:
17
FENWICK & WEST LLP
KEVIN P. MUCK
DEAN S. KRISTY
MARIE C. BAFUS
18
19
20
KEVIN P. MUCK
21
24
555 California Street, 13thFloor
San Francisco, CA 94104
Telephone: 415/875-2300
415/281-1350 (fax)
[email protected]
25
[email protected]
22
23
dkrlst@ fenwick.com
26
27
28
-------------------------------~2~7_-______________________________
STIPULATION OF SETTLEMENT
1182796_3
2
THEODORE EYKJNG
3
4
5
BRADLEY SKAGGS
6
7
-----~~----~-----~----+
CHARLES AND PHYLLIS WHEELER
8
9
10
~·-·············-----·---··········---·······--~----~~-~~---~·~-·-----t
CITY OF TAYLOR
11
Bv:
Title:
12
13
14
-m--··~·-sii:ARW06o-iNVES-TME.NTs:··iNc:·----··--
15
By:
Title:
16
FENWICK & WEST LLP
KEVIN P. MUCK
DEAN S. KRISTY
MARIE C. BAFUS
17
18
19
ffi; /
....
~///.7'
/
..
--!~~~t::;~
20
21
v
555 California Street, 13th Floor
San Francisco, CA 94104
Telephone: 415/87 5-2300
415/281-1350 (fax)
[email protected]
[email protected]
[email protected]
22
23
24
25
26
27
28
-27STIPULAT[ON OF SETTLEMENT
1182796... 3
/
-
Attorneys for Defendants King Digital
Entertainment, pic, Hope Cochran, Robert S. Cohn
and E. Stanton ~5~'(!"'·~
2
-
3
c
4
5
),_.4.¥
KING DIGITAL ENTERTAINMENT, pic
By:
Mft#.tUS <r HG.Y.JWN
Tttle: C;i R.i!_e:rof!.
6
7
8
HOPE COCHRAN
9
tO
II
ROBERTS. COHN
12
13
E. STANTON McKEE
14
15
16
SULLIVAN & CROMWELL LLP
LAURA KABLER OSWELL
17
18
19
LAURA KABLER OSWELL
20
1870 Embarcadero Road
Palo Alto, CA 94303
Telephone: 650/461-5600
650/461-5700 (fax)
oswelll@ sullcrom.com
21
22
23
Attorneys for Defendants J.P. Morgan Securities
LLC, Credit Suisse Securities (USA) LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated,
Barclays Capital Inc., Deutsche Bank Securities
Inc., RBC Capital Markel"!, LLC, BMO Capital
Markets Corp., Cowen and Company, LLC, Pacit1c
Crest Securities LLC, Piper Jaffray & Co., Stitel,
Nicolaus & Company, Incorporated, Wcdbush
Securities Inc. and Raine Securities LLC
24
25
26
27
28
-281182796.~3
STIPULATION or SEITLEMENT
Attorneys for Defendants King Digital
Entertainment, plc, Hope Cochran, RobertS. Cohn
and E. Stanton McKee
--~~--"-" ?¥""~
.~
'·
~
KiNG DIGITAL ENTERT1\INMENT. pk
By:
Title:
ROBERTS. COHN
E. STANTON McKEE
15
l6
I
Il
nj
SULUV AN & CRO~·IWELL LLP
LAURA KABLER OSWELL
l9
t.AURA KABLER OS\VELL,
20
21
23
24
25
26
28
1870 Embarcadero Road
Puio Alto, CA 94303
Telephone: 650/46.1-5600
650/46!-5700 (fax)
oswelH (~)~wllcrorn.tom
Attomcys for Dcfi;~ndants J.P. Morgan Securities
LLC, Credit Suisse Sccm-ities (USA) LLC, MeniU
Lynch, Picn~:c, Fenner & Srnlth Incorporated,
Barclay;:.; Capital Inc .. Deutsche Bnnk Securities
!nc., RBC Capital ivlarkcts, LLC. BMO Capit<ll
tvfarkets Corp., Cowen and Company, LLC, Pacific
Crest Securities LLC, Pip(~r J<tffray & Co., Stifi::l,
Nicolaus & Company, Incorporated, \Vedbush
Securities inc. and Raine Sccuritic~s LLC
'- 28STiPULATION OF SETTLEMENT
Attorneys f{)f Defendants King Digital
Entertainment, plc, Hope Cochran, Robert S. Cohn
and E. Stanton McKee
KING DlCH'I'AL EN'fERTAIN\vlEN'L pk
5
7
!lOPE c:OCHRAN
9
10
ll
12
l3
E. STANTON McKEE
14
15
16
SULLIVAN &CROMWELL LLP
LAtJRA KABLE::£<. OSWELL
17
18
19
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LAURA KABLER OSWELL
20
1870 r:mbarcadero Road
Palo Alto, CA 94303
Telephone: 650/461-5600
650/461-5700 (fax)
oswclll (o>stllkrnm.com
Attomcys for Defendants J.P. Morgan Securities
LLC, Credit Suisse Securities (USA) LLC, Merrill
Lynch, Pierce, Fenner & Smith incorporated,
Ban.:lays Capital Inc., Deutsche Bank Securities
Inc., RBC Capital Mnrkcts, LLC, HMO Capital
Markets Corp., Co\v~:n and Company, LLC, Pacific
Crest Securities LLC, Piper Jaffray & Co., Stifcl,
Nkolaus & Company, Jncorporatcd, Wedbush
Securities lnc. and Raine Securities LLC
24
25
26
27
2S
•
•
•
"
•••••-
•••••••~•••C•~v.o.o"•V•"'""'
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S'llPULATlON OF SETfLEMENT
~~N~·~·"-"""""""-""""""'V">v
Attorneys for Defendants King Digital
Entertainment, plc, Hope Cochran, RobertS. Cohn
and E. Stanton McKee
2
3
4
KING DIGITAL ENTERTAINMENT, pic
5
By:
Titte:
6
7
8
HOPE COCHRAN
9
10
11
ROBERTS. COHN
12
&3{/u
13
=-
E. STANTON McKEE
14
15
16
SULUVAN & CROMWELL LLP
17
LAURA KABLER OSWELL
18
]9
-----·-·
--·---LAURA KABLER OSWELL
20
22
1870 Embarcadero Road
Pato Alto, CA 94303
Telephone: 650/461-5600
23
oswelll@ su!lcrom.com
24
Attorneys for Defendants J.P. Morgan Securities
LLC, Credit Suisse Securities (USA) LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated,
Barclays Capital Inc., Deutsche Bank Securities
Inc., RBC Capital Markets, LLC, BMO Capital
Markets Corp., Cowen and Company, LLC, Pacific
Crest Securities LLC, Piper Jaffray & Co., Stifd,
Nicolaus & Company, Incorporated, Wedbush
Securities Inc. and Raine Securities LLC
21
650/461-5700 (fax)
25
26
27
28
------'-------:-~·
- --28------------------
STIPULATION OF SErfLEMENT
1[82796.. .3
Attorneys for Defendants King Digital
Entertainment, plc, Hope Cochran, RobertS. Cohn
and E. Stanton McKee
2
3
4
KING DIGITAL ENTERTAINMENT, pic
5
By:
Title:
6
7
8
HOPE COCHRAN
9
10
11
ROBERTS. COHN
12
13
E. STANTON McKEE
14
15
16
SULLIVAN & CROMWELL LLP
LAURA KABLER OSWELL
17
18
19
LAURA KABLER 6SWELL
20
1870 Embarcadero Road
Palo Alto, CA 94303
Telephone: 650/461-5600
650/461-5700 (fax)
oswelll@ sullcrom.com
21
22
23
Attorneys for Defendants J.P. Morgan Securities
LLC, Credit Suisse Securities (USA) LLC, Merrill
Lynch, Pierce, Fenner & Smith Incorporated,
Barclays Capital Inc., Deutsche Bank Securities
Inc., RBC Capital Markets, LLC, BMO Capital
Markets Corp., Cowen and Company, LLC, Pacific
Crest Securities LLC, Piper Jaffray & Co., Stifel,
Nicolaus & Company, Incorporated, Wedbush
Securities Inc. and Raine Securities LLC
24
25
26
27
28
-28STIPULATION OF SETTLEMENT
1182796_3
2
3
4
!
By:
1 /
vv
/
-t-''
Title:
5
6
CREDIT SUISSE SECURITIES (USA) LLC
7
By:
Title:
8
9
10
-------~~-~----------------:--l
MERRILL LYNCH PIERCE FENNER & SMITH
1l
INCORPORATED
12
By:
Title
13
14
15
--------------------------------~
BARCLA YS CAPiTAL lNC.
16
By:
Title:
17
18
19
DEUTSCHE BANK SECURITIES INC.
20
By:
Title:
21
22
23
RBC CAPITAL MARKETS, LLC
24
By:
Title:
25
26
27
28
-29STIPULATION OF SETILEMENT
1182796_}
2
·--------··--
3
J.P. MORGAN SECURITIES LLC
4
By:
Title:
5
6
~~~~·'-.........Uk::::_-_~'
7
CREDIT SUISSE SECURJTIES (USA) LLC
--------1
By:
8
Lwubo.y (. {)oldslt.IVi
Title: 'J\ f..'- '?y(\~
9
10
MERRILL LYNCH PIERCE FENNER & SMITH
INCORPORATED
11
12
By:
Title
13
14
15
------~~~--------·
BARCLA YS CAPITAL INC.
16
By:
Title:
17
18
-
19
··----.
DEUTSCHE BANK SECURITIES INC.
20
By:
Title:
21
22
23
RBC CAPITAL MARKETS, LLC
24
By:
Title:
25
26
27
28
-29STIPULATION OF SETTLEMENT
1182796_3
'l
I
1
2
J.P. MORGAN SECURITIES LLC
3
By:
Title:
4
5
6
CREDIT SUISSE SECURITIES (USA) LLC
7
By:
8
Title:
9
10
PIERCE FENNER & SMITH
INCORPORATED
11
12
13
1P~
By:
Tttle
Jil pr_iklf/vt;Ttu.vJ
Ml1<fUC< f.t
{J.;._,.uu. '
14
15
BARCLAYS CAPITAL INC.
16
By:
Title:
17
18
19
DEUTSCHE BANK SECURITIES INC.
20
By:
Title:
21
22
23
RBC CAPITAL MARKETS, LLC
24
By:
Title:
25
26
27
28
-29STIPULATION OF SETfLEMENT
!!82796_3
1
{~ S-£r
1
2
3
J.P~
4
MORGAN SECURITIES LLC
By:
Title:
5
6
7
CREDIT SUISSE SECURITIES (USA) LLC
By:
·Title:
8
9
10
MERRILL LYNCH PIERCE FENNER & SMITH
INCORPORATED
11
12
13
14
15
16
17
18
19
DEUTSCHE BANK SECURITIES INC.
20
By:
Title:
21
22
23
RBC CAPITAL MARKETS, LLC
"24
By:
. Title:
25
26
27
28
-29STIPULATION OF SETTLEMENT
1182796_3
2
J.P. MORGAN SECURITIES LLC
3
By:
4
Title:
5
6
CREDITSUISSE SECURITIES (USA) LLC
7
By:
8
Title:
9
10
MERRILL LYNCH PIERCE FENNER & SMITH
INCORPORATED
11
L2
By:
Title
13
14
15
BARCLAYS CAPITAL INC.
L6
By:
Title:
17
18
19
DEUTSCHE BANK SECURITIES INC.
20
By:
21
Title:
/}ov'lJ H L£V/A/c
1
/"f.;~n.::~ 1 ~-"" 1 :Pt ,.-..,.. t f&r, vCf.;z_/
22
23
RBC CAPITAL MARKETS, LLC
24
By:
Title:
25
26
27
28
-29STIPULATION OF SETTLEMENT
1182796_3
2
J.~~ MORGAN SECURITIES LLC
3
4
By:
Title:
5
6
·.;
'
CRED~T SUISSE SECURITIES (USA) LLC
7
By:
Title:
8
9
IO
MERRILt)L YNCH PIERCE FENNER & SMITH
INCORPORATED
II
12
By:
Title
I3
I4
I5
'BARCLAYS CAPITAL INC.
I6
By:
Title:
17
I8
19
DEU']jSCHE BANK SECURITIES INC.
20
By:
Title:
21
22
23
24
25
26
27
28
-29STIPULATION OF SETTLEMENT
1182796_3
dUt
2
3
-~
BMO CAPITAL MARKETS CORP.
By:
Title:
4
CoN l'it
c. 'fl 1~
Gz {9 .SO(\}
t..EG AL af:"P( c. 6:f2..
5
6
COWEN AND COMPANY LLC
7
By:
Title:
8
9
10
PACIFIC CREST SECURITIES LLC
11
By:
Title:
12
13
14
PIPER JAFFRA Y & CO.
15
By:
Title:
16
17
18
STIFEL, NICOLAUS & COMPANY, INC.
19
By:
Title:
20
21
22
WEDBUSH SECURITIES INC.
23
By:
Title:
24
25
26
-
27
28
-301182796_3
STIPULATION OF SETTLEMENT
-
2
3
BMO CAPITAL MARKETS CORP.
4
By:
Title:
5
6
7
v
COWEN AND COMPANY LLC
If~=
cowen Holdings, Inc., its sole member
. · owen Littman
T1t1e·· General counsel
8
9
10
PACIFIC CREST SECURITIES LLC
ll
By:
12
Title:
13
14
PIPERJAFFRAY & CO.
15
By:
16
Title:
17
18
STIFEL, NICOLAUS & COMPANY, INC.
19
By:
20
Title:
21
22
WEDBUSH SECURITIES INC.
23
By:
24
Title:
25
26
27
28
-30STIPULATION OF SETTLEMENT
1182796_3
2
BMO CAPITAL MARKETS CORP.
3
By:
4
Title:
5
6
COWEN AND COMPANY LLC
7
By:
THle:
8
.9
lO
u
PACIFIC CREST SECtlRJTIES LLC
By:·re.rrence I Schc;,t\icLv
12
Title:
(<) ·CUO
.13
14
PIPER JAFFRAY & CO.
15
By:
Title:
.16
17
l8
STiFEL, NiCOLAUS & COMPANY, INC.
19
By:
Title:
20
.21
22
WEDBUSH SECURITIES INC.
23
By;
Title:
24
25
26
27
28
- 3()STll'ULATION OF SETTLEMENT
ll82.796_:l
1
2
-------------------------~
HMO CAPITAL MARKETS CORP,
3
By:
4
Title:
5
6
COWEN AND COMPANY LLC
7
By:
8
Title:
9
10
PACIFIC CREST SECURITIES LLC
11
By:
12
Title:
13
14
PIPER JAFFRA Y & CO.
15
By:
16
Title:
17
J/N_r /J.
/23V"l7;,
/11~.1?/y ~::/};--?4:--h~/
18
STIFEL, NICOLAUS & COMPANY, INC.
19
By:
20
Title:
21
22
-------------------------WEDBUSH SECURITIES INC.
23
By:
24
Title:
25
26
27
28
- 30_________
STIPULA110N OF SETTLEMENT
.:::__::___ ............................
1182796_3
1
2
BMO CAPITAL MARKETS CORP.
)
By:
Title:
4
5
6
COWEN AND COMPANY LLC
7
By:
Title:
8
9
10
PACIFIC CREST SECURITIES LLC
11
By:
Title:
12
13
14
PTPERJAFFRAY & CO.
15
By:
Title:
!6
17
18
Sl(FEL:"NICOLAUS & COMPANY, INC.
19
By:
Title:
20
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21
22
WEDBUSH SECURITIES INC.
23
By:
Title:
24
25
26
27
28
STIPULATION OF SETTLEMENT
1182796_3
2
·-·--·······---······--·····------__;_-~.
BMO CAPITAL MARKETS CORP,
3
!~Y:
rttlc:
4
5
6
---------·----------··-
COWEN AND COMPANY LLC
7
By;
8
Title:
9
10
-···--···---------··--·-······-·--·-~~·-················-··--····----·------'--
PACIFIC CREST SECURITIES LLC
11
By:
12
Title:
13
14
PIPER JAFFRA Y & CO.
15
By:
16
Title:
17
18
STIFEL, NICOLAUS & COMPANY, INC.
19
20
21
22
23
24
25
26
27
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1
2
3
RAINE SECURITIES LLC
By: \?r~>.,.Jc.- 'vJ,
Title: fr<!..~·, Je......rr-·
4
5
6
7
8
9
10
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12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-31 STIPULATION OF SEITLEMENT
1182796~.. 3
~f'<lot.\"
EXHIBIT A
1 ROBBINS GELLER RUDMAN
& DOWD LLP
2 SHAWN A. WILLIAMS (213113)
Post Montgomery Center
3 One Montgomery Street, Suite 1800
San Francisco, CA 94104
4 Telephone: 415/288-4545
415/288-4534 (fax)
5
– and –
JAMES I. JACONETTE (179565)
6 655 West Broadway, Suite 1900
San Diego, CA 92101
7 Telephone: 619/231-1058
619/231-7423 (fax)
8
Lead Counsel for Plaintiffs
9
SCOTT + SCOTT LLP
ATTORNEYS AT LAW
JOHN T. JASNOCH (281605)
707 Broadway, 10th Floor
San Diego, CA 92101
Telephone: 619/233-4565
619/233-0508 (fax)
10
SUPERIOR COURT OF THE STATE OF CALIFORNIA
11
COUNTY OF SAN FRANCISCO
12
In re KING DIGITAL ENTERTAINMENT plc )
)
13 SHAREHOLDER LITIGATION
)
)
14
)
This Document Relates To:
)
15
)
ALL ACTIONS.
)
16
Lead Case No. CGC-15-544770
CLASS ACTION
[PROPOSED] ORDER PRELIMINARILY
APPROVING SETTLEMENT AND
PROVIDING FOR NOTICE
EXHIBIT A
17
Assigned for All Purposes to the
Honorable Curtis E.A. Karnow
Dept. 304
Date Action Filed: 03/17/15
18
19
20
21
22
23
24
25
26
27
28
[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE
1183239_3
1
WHEREAS, the parties to the above-entitled action (the “Litigation”) entered into a Stipulation
2 of Settlement dated October 31, 2016 (the “Stipulation” or “Settlement”), which is subject to review by
3 this Court and which, together with the Exhibits thereto, sets forth the terms and conditions for the
4 Settlement of the claims alleged in the Litigation; and the Court having read and considered the
5 Stipulation and the accompanying documents; and the parties to the Stipulation having consented to the
6 entry of this Order; and all capitalized terms used herein having the meanings defined in the Stipulation;
7
WHEREAS, upon stipulation of the parties, by Order dated June 9, 2016, the Court certified a
8 class as to the Section 11 and 15 claims brought pursuant to the Securities Act of 1933 on behalf of all
9 persons and entities who purchased King Digital Entertainment plc (“King”) ordinary shares from
10 March 26, 2014, to September 22, 2014, and who sold those shares at a loss (the “Class”); certified
11 plaintiffs Sean Debotte, Michael M. Nunes, Theodore Eyking, and City of Taylor Police and Fire
12 Retirement System as Class Representatives; and designated Robbins Geller Rudman & Dowd LLP and
13 Scott + Scott, Attorneys at Law, LLP to act as Class Counsel;
14
WHEREAS, all capitalized terms used in this Order that are not otherwise defined herein have
15 the meanings defined in the Stipulation;
16
NOW, THEREFORE, IT IS HEREBY ORDERED, this ___ day of ________ 2016, that:
17
1.
The Court preliminarily finds that the Settlement is within the reasonable range of that
18 which could receive final approval.
19
2.
A hearing (the “Settlement Fairness Hearing”) is hereby scheduled to be held before the
20 Court on ________ __, 2016, at _:__ _.m., for the following purposes:
21
(a)
to determine whether the proposed Settlement is fair, reasonable, and adequate,
22 and should be approved by the Court;
23
(b)
to determine whether the Judgment as provided under the Stipulation should be
(c)
to determine whether the proposed Plan of Allocation should be approved by the
24 entered;
25
26 Court as fair, reasonable, and adequate;
27
(d)
to consider Class Counsel’s application for an award of attorneys’ fees and
28 expenses;
-1[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE
1183239_3
1
(e)
to consider Class Representatives’ request for the payment of service awards for
2 their efforts in bringing and prosecuting this Litigation on behalf of the Class; and
3
4
(f)
3.
to rule upon such other matters as the Court may deem appropriate.
The Court reserves the right to approve the Settlement with or without modification and
5 with or without further notice to the Class and may adjourn, postpone or continue the Settlement
6 Fairness Hearing without further notice to the Class. The Court reserves the right to enter the Judgment
7 approving the Settlement regardless of whether it has approved the Plan of Allocation, Class Counsel’s
8 request for an award of attorneys’ fees and expenses and the payment of service awards to Class
9 Representatives for their efforts in bringing and prosecuting this Litigation on behalf of the Class.
10
4.
The Court approves the form, substance and requirements of the Notice of Proposed
11 Settlement of Class Action (the “Notice”), the Proof of Claim and Release (the “Proof of Claim”) and
12 the Summary Notice of Proposed Settlement of Class Action (the “Summary Notice”), annexed hereto
13 as Exhibits A-1, A-2 and A-3, respectively.
14
5.
15
The Court approves the appointment of Gilardi & Co. LLC as the Claims Administrator.
(a)
The Claims Administrator shall cause the Notice and the Proof of Claim (“Claim
16 Package”), substantially in the forms annexed hereto, to be mailed, by First-Class Mail, postage
17 prepaid, within twenty-one (21) calendar days of this Order, to all Class Members who can be identified
18 with reasonable effort and to be posted on www.kingdigitalshareholdersettlement.com (“Website”).
19 Within ten (10) business days after entry of this Order, King, at its expense, shall promptly make, or
20 cause to be made, the last known addresses, or other identifying information, of persons and entities
21 who purchased King ordinary shares from March 26, 2014 to September 22, 2014, as set forth in the
22 books and records regularly maintained by King’s transfer agent, available to the Claims Administrator
23 for the purpose of identifying and giving notice to the Class.
24
(b)
The Claims Administrator shall cause the Summary Notice to be published once
25 in the national edition of The Wall Street Journal, and once over the PR Newswire, within ten (l0)
26 calendar days after the mailing of the Notice.
27
6.
The Claims Administrator shall use the following additional procedures in notifying
28 potential Class Members of the Settlement:
-2[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE
1183239_3
1
(a)
The Claims Administrator shall send the Claim Package and appropriate cover
2 letter to each entity included on a proprietary list of approximately 250 brokers, banks and other
3 institutions that hold securities for the benefit of their clients (“Nominee Holders”) maintained by the
4 Claims Administrator.
5
(b)
The Claims Administrator shall send a Claim Package and appropriate cover
6 letter to each financial institution registered with the U.S. Securities and Exchange Commission as a
7 potential Nominee Holder.
8
(c)
The Claims Administrator shall send a cover letter accompanying the Claim
9 Package to each Nominee Holder that will notify the Nominee Holders of the pendency of this
10 Litigation as a class action and proposed settlement and inform them of their obligation to either
11 provide the names and addresses of their clients who may be Class Members or request copies of the
12 Claim Package to provide directly to their customers and clients who may be Class Members.
13
(d)
The Claims Administrator shall promptly mail the Claim Package to all potential
14 Class Members identified by Nominee Holders. The Claims Administrator shall also send copies of the
15 Claim Package directly to Nominee Holders who indicate that they will directly forward the documents
16 to their customers and clients who may be Class Members.
17
(e)
All name and address data obtained by the Claims Administrator shall be
18 reviewed to identify and eliminate exact duplicates and incomplete data prior to mailing. Addresses
19 shall be checked against the United States Postal Service’s National Change of Address database to
20 identify address changes and obtain current mailing addresses where available. Any Claim Packages
21 that are returned as undeliverable mail shall be reviewed to determine if an alternative or updated
22 address is available from the Postal Service, and shall be re-mailed to the updated or alternative address.
23 In cases where no address is available from the Postal Service, the Claims Administrator shall attempt
24 to obtain updated or alternative address information from private databases, and shall re-mail the Claim
25 Package if such information is available.
26
(f)
The Claims Administrator shall provide several supplemental notification letters
27 to any Nominee Holder who does not respond to the initial request for potential Class Member names
28 and addresses.
-3[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE
1183239_3
1
(g)
The Claims Administrator shall cause the Claim Package to be published by the
2 Depository Trust Corporation (“DTC”) on the DTC Legal Notice System.
3
(h)
The Claims Administrator shall cause the Claim Package to be provided
4 electronically to approximately 450 institutions that monitor securities class actions for their investor
5 clients and regularly act on their behalf in these matters.
6
(i)
The Claims Administrator shall maintain a toll-free number to accommodate
7 potential Class Members’ inquiries throughout the notification and claims processing period.
8
(j)
In addition to the Claim Package, the Claims Administrator shall post the
9 Stipulation, the Notice, the Proof of Claim, this Order, and the operative complaint on the Website. The
10 Claims Administrator shall also post to the Website the papers in support of the Settlement, the Plan of
11 Allocation, and the request for an award of attorneys’ fees and expenses after they are filed. The
12 Website shall provide summary information regarding the case and the Settlement and highlight
13 important dates, including the date of the Settlement Fairness Hearing. All posted documents shall be
14 available for downloading from the Website.
15
7.
Class Counsel shall, at least fourteen (14) calendar days before the Settlement Fairness
16 Hearing, file with the Court and serve on the Settling Parties proof of compliance with the notice
17 procedures identified above in ¶¶5-6.
18
8.
The form and content of the Notice and the Summary Notice, and the method set forth
19 herein of notifying the Class of the Settlement and its terms and conditions, meet the requirements of
20 California law and due process, constitute the best notice practicable under the circumstances, and shall
21 constitute due and sufficient notice to all persons and entities entitled thereto.
22
9.
In order to be entitled to participate in the Net Settlement Fund, each Class Member shall
23 take the following actions and be subject to the following conditions:
24
(a)
Within ninety (90) days after such time as set by the Court to mail the Notice to
25 the Class, each Person claiming to be an Authorized Claimant shall be required to submit to the Claims
26 Administrator a completed Proof of Claim, substantially in a form contained in Exhibit A-2 attached
27 hereto and as approved by the Court, signed under penalty of perjury. If mailed, it must be sent to the
28
-4[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE
1183239_3
1 Claims Administrator by First-Class Mail, postage prepaid and postmarked, or must be filled out and
2 submitted on the Internet at the Website, no later than __________, 201__.
3
(b)
Except as otherwise ordered by the Court, all Class Members who fail to timely
4 submit a Proof of Claim within such period, or such other period as may be ordered by the Court, or
5 otherwise allowed, shall be barred from receiving any payments pursuant to the Stipulation and the
6 Settlement set forth therein, but will in all other respects be subject to and bound by the provisions of
7 the Stipulation, the releases contained therein, and the Judgment. Notwithstanding the foregoing, Class
8 Counsel may, in their discretion, accept for processing late submitted claims so long as the distribution
9 of the Net Settlement Fund to Authorized Claimants is not materially delayed, but shall incur no
10 liability for declining to accept a late-submitted claim.
11
(c)
As part of the Proof of Claim, each Class Member shall submit to the jurisdiction
12 of the Court with respect to the claim submitted.
13
10.
Class Members shall be bound by all determinations and judgments in this Litigation,
14 whether favorable or unfavorable, unless they request exclusion from the Class in a timely and proper
15 manner, as hereinafter provided. A Class Member wishing to make such request shall, no later than sixty
16 (60) calendar days after the Notice Date, mail a request for exclusion in written form by First-Class Mail
17 postmarked to the address designated in the Notice. Such request for exclusion shall indicate the name,
18 address and telephone number of the person seeking exclusion, the name and case number of the
19 litigation, that the person requests to be excluded from the Class, and must be signed by such person.
20 Such persons requesting exclusion also must state the number of King ordinary shares they purchased
21 during the Class Period. The request for exclusion shall not be effective unless it is made in writing
22 within the time stated above and contains all the required information. Class Members requesting
23 exclusion from the Class shall not be bound by the Settlement and shall not be entitled to receive any
24 payment out of the Net Settlement Fund as described in the Stipulation and Notice.
25
11.
Not later than fourteen (14) calendar days before the Settlement Fairness Hearing, the
26 Claims Administrator must prepare a list of the persons who have excluded themselves from the Class in a
27 valid and timely manner and must deliver that list to Class Counsel who will file that list with the Court
28 and serve on Defendants’ counsel.
-5[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE
1183239_3
1
12.
The Court will consider objections to the Settlement, the Plan of Allocation, the payment
2 of service awards to Class Representatives for their time and expenses in representing the Class, and/or
3 the award of attorneys’ fees and expenses. Any person wanting to object must send a written statement
4 objecting to the Settlement, the Plan of Allocation, Class Counsel’s application for an award of
5 attorneys’ fees and expenses, and Class Representatives’ request for service awards for their time and
6 expenses in representing the Class. This written statement must include: (i) name of the case, In re
7 King Digital Entertainment plc Shareholder Litigation, Lead Case No. CGC-15-544770, (ii) the full
8 name, address and telephone number of the person objecting, (iii) in clear and concise terms, the legal
9 and factual arguments supporting the objection, and (iv) a short statement of facts demonstrating that
10 the person objecting is a Class Member. The objection must be mailed by First-Class Mail, postage
11 prepaid, and postmarked no later than _________, 201_, upon the following: Jeffrey D. Light, Robbins
12 Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, and Geoffrey
13 Johnson, Scott + Scott, Attorneys at Law, LLP, 12434 Cedar Road, Suite 12, Cleveland Heights, OH
14 44106, on behalf of the Class Representatives and the Class. Persons who object to the Settlement, the
15 Plan of Allocation, or the request for an award of attorneys’ fees and expenses and/or the request for the
16 payment of Class Representatives’ service awards for time and expenses in representing the Class and
17 desire to present evidence at the Settlement Fairness Hearing must include in their written objections
18 copies of any exhibits they intend to introduce into evidence at the Settlement Fairness Hearing. If an
19 objector hires an attorney to represent him, her or it for the purposes of making an objection, the
20 attorney must both effect service of a notice of appearance on counsel listed above and file it with the
21 Court by no later than ___________ ___, 201_. A Class Member who files a written objection does not
22 have to appear at the Settlement Fairness Hearing for the Court to consider his, her or its objection.
23
13.
All papers in support of the Settlement, the Plan of Allocation, and any application by
24 Class Counsel for attorneys’ fees and expenses and payment of Class Representatives’ service awards
25 shall be filed fourteen (14) calendar days prior to the deadline in ¶12 for objections to be filed. All
26 reply papers shall be filed and served at least seven (7) calendar days prior to the Settlement Fairness
27 Hearing.
28
-6[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE
1183239_3
1
14.
All funds held by the Escrow Agent shall be deemed and considered to be in custodia
2 legis of the Court, and shall remain subject to the jurisdiction of the Court, until such time as such funds
3 shall be distributed pursuant to the Stipulation and/or further order(s) of the Court.
4
15.
Defendants’ counsel and Class Counsel shall promptly furnish each other with copies of
5 any and all objections that come into their possession.
6
16.
All reasonable expenses incurred in identifying and notifying Class Members, as well as
7 administering the Settlement Fund, shall be paid as set forth in the Stipulation. In the event the
8 Settlement is not approved by the Court, or otherwise fails to become effective, neither Plaintiffs nor
9 any of their counsel shall have any obligation to repay any amounts actually and properly disbursed, or
10 due and owing from the Settlement Fund except as provided for in the Stipulation.
11
17.
If any specified condition to the Settlement set forth in the Stipulation is not satisfied and
12 Class Representatives or Defendants elect to terminate the Settlement then, in any such event, the
13 Stipulation, including any amendment(s) thereof, shall be null and void, of no further force or effect
14 (except to the extent otherwise expressly provided for in the Stipulation) without prejudice to any party,
15 and may not be introduced as evidence or referred to in any action or proceeding by any person or entity
16 for any purpose, and each party shall be restored to his, her or its respective position as it existed on
17 August 23, 2016.
18
18.
The Court may adjourn, continue or postpone the Settlement Fairness Hearing without
19 further notice to the Class.
20
19.
The Court retains exclusive jurisdiction over the Litigation to consider all further matters
21 arising out of or connected with the Settlement. The Court may approve the Settlement, with such
22 modifications as may be agreed to by the Settling Parties, if appropriate, without further notice to the
23 Class.
24
25
26
27
28
-7[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE
1183239_3
1
20.
As soon as practicable following completion of the Claims Administrator’s processing of
2 claims, Class Counsel will file a motion for entry of a Class Distribution Order in accordance with ¶5.10
3 of the Stipulation.
4
IT IS SO ORDERED.
5
DATED: ___________________
6
7
__________________________________
HONORABLE CURTIS E.A. KARNOW
JUDGE OF THE SUPERIOR COURT
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-8[PROPOSED] ORDER PRELIMINARILY APPROVING SETTLEMENT AND PROVIDING FOR NOTICE
1183239_3
EXHIBIT A-1
1 ROBBINS GELLER RUDMAN
& DOWD LLP
2 SHAWN A. WILLIAMS (213113)
Post Montgomery Center
3 One Montgomery Street, Suite 1800
San Francisco, CA 94104
4 Telephone: 415/288-4545
415/288-4534 (fax)
5
– and –
JAMES I. JACONETTE (179565)
6 655 West Broadway, Suite 1900
San Diego, CA 92101
7 Telephone: 619/231-1058
619/231-7423 (fax)
8
Lead Counsel for Plaintiffs
9
SCOTT + SCOTT LLP
ATTORNEYS AT LAW
JOHN T. JASNOCH (281605)
707 Broadway, 10th Floor
San Diego, CA 92101
Telephone: 619/233-4565
619/233-0508 (fax)
10
SUPERIOR COURT OF THE STATE OF CALIFORNIA
11
COUNTY OF SAN FRANCISCO
12
In re KING DIGITAL ENTERTAINMENT plc )
)
13 SHAREHOLDER LITIGATION
)
)
14
)
This Document Relates To:
)
15
)
ALL ACTIONS.
)
16
Lead Case No. CGC-15-544770
CLASS ACTION
NOTICE OF PROPOSED SETTLEMENT OF
CLASS ACTION
EXHIBIT A-1
Assigned for All Purposes to the
Honorable Curtis E.A. Karnow
Dept. 304
Date Action Filed: 03/17/15
17
18
19
20
21
22
23
24
25
26
27
28
NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1186118_3
1 TO:
2
ALL PERSONS AND ENTITIES WHO PURCHASED KING DIGITAL
ENTERTAINMENT PLC (“KING” OR THE “COMPANY”) ORDINARY SHARES
FROM MARCH 26, 2014 TO SEPTEMBER 22, 2014, AND WHO SOLD THOSE
SHARES AT A LOSS (THE “CLASS”)
3
IF YOU ARE A MEMBER OF THIS CLASS OF PERSONS, YOU SHOULD READ THIS
4 NOTICE CAREFULLY BECAUSE IT WILL AFFECT YOUR LEGAL RIGHTS AND
OBLIGATIONS.
5
THIS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT A LAWYER
6
SOLICITATION.
7
A settlement (“Settlement”) has been proposed in a consolidated class action lawsuit pending in
8
San Francisco County Superior Court (“Court”) titled In re King Digital Entertainment plc Shareholder
9
Litigation, Lead Case No. CGC-15-544770 (the “Litigation”). The terms and conditions of the
10
Settlement are set forth in the Stipulation of Settlement dated October 31, 2016 (“Stipulation”), which
11
can be obtained at www.kingdigitalshareholdersettlement.com.1 The Litigation concerns allegations
12
that King’s Registration Statement and Prospectus (collectively, the “Registration Statement”) issued in
13
connection with its March 26, 2014 initial public offering (“IPO”) contained untrue statements of
14
material fact and omitted other material facts required to be disclosed therein, including, among other
15
things, information about the Company’s hit game Candy Crush Saga’s (“Candy Crush”) decline in
16
gross bookings and the alleged inability of the Company to diversify away from Candy Crush.
17
The Settlement provides for the payment of $18,500,000.00 for the benefit of the Class. For an
18
estimate of how much money per share you could receive from this Settlement, see the discussion at
19
Section 8 on page _ of this Notice.
20
This Notice sets forth the rights you may have in connection with your participation in the
21
Settlement, what steps you may take in relation to the Settlement and this Litigation, and, alternatively,
22
what steps you must take if you wish to be excluded from the Class and this Litigation.
23
YOUR LEGAL RIGHTS AND OPTIONS IN THIS
24
SETTLEMENT
SUBMIT A PROOF OF You are required to mail, or electronically fill out Deadline:
on the Settlement website, a Proof of Claim and [Month,
CLAIM
Release form (“Proof of Claim”) to receive money
25
26
27
28
1
All capitalized terms not otherwise defined in this Notice shall have the meanings provided in the
Stipulation.
-1NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1186118_3
1
2
3
4
5
6
7
8
EXCLUDE YOURSELF
9
10
11
12
13
14
15
16
17
OBJECT
18
19
20
21
22
23
24
25
26
GO TO THE
“SETTLEMENT
FAIRNESS HEARING”
27
28
under this Settlement. Proofs of Claim must be
postmarked or submitted online on or before the
Deadline. To obtain a Proof of Claim, or to access
the electronic Proof of Claim, visit the
Settlement
website
located
at
www.kingdigitalshareholdersettlement.com, or you
may contact the Claims Administrator by telephone
or regular mail at the address below. If you do not
mail or submit your Proof of Claim online, you will
not receive any money recovery, but you will still
be bound by the terms of the Settlement and will
release your claims relating to the lawsuit as further
explained in Section 14 below.
To exclude yourself from the Class, you must mail
a written request for exclusion to the Claims
Administrator, postmarked on or before the
Deadline. If you exclude yourself from the Class,
you will not receive any money from the Settlement
and you will not be able to object to any aspect of
the Settlement. Excluding yourself is the only
option that allows you to ever bring or maintain
your own lawsuit against Defendants and their
Related Persons (defined below) based on your
purchase of King ordinary shares from March 26,
2014 to September 22, 2014, that were sold at a
loss, regarding claims relating to the lawsuit as
further explained in Section 14 below. The
Judgment, whether favorable or not, will bind all
Class Members who do not request exclusion. See
Section 15 below for further instructions on how to
exclude yourself from the Class.
You may write to Class Counsel about why you
object to (i.e., do not like) the Settlement and think
it should not be approved. You can also object to
the Plan of Allocation (i.e., how the Settlement
proceeds are going to be divided among Members
of the Class), Class Counsel’s application for an
award of attorneys’ fees and expenses and Class
Representatives’ request for service awards for
bringing and pursuing the Litigation in representing
the Class. If you choose to object, you must mail
your written objection to Class Counsel,
postmarked on or before the Deadline. If you
object, Class Counsel will submit your written
objection to the Court. Submitting an objection
does not exclude you from the Class. See Section
16 below for further instructions on how to make
your objection.
The Court will hold a “Settlement Fairness
Hearing” to consider the Settlement, the Plan of
Allocation, the request for attorneys’ fees and
expenses of the lawyers who brought the Litigation,
and the Class Representatives’ request for service
awards for bringing and pursuing the Litigation on
-2-
NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1186118_3
Day, Year]
Deadline:
[Month,
Day, Year]
Deadline:
[Month,
Day, Year]
Hearing
Date:
[Month,
Day, Year]
at [Time]
1
2
3
DO NOTHING
4
5
6
7
8
behalf of the Class. You (either you personally or
through a lawyer you hire at your own expense)
may, but are not required to, speak at the Settlement
Fairness Hearing about any objection you
submitted.
You will give up your right to object to the N/A
Settlement and you will not be able to be a part of
any other lawsuit about the legal claims in this case.
Also, if you do nothing you will not recover any
money under the Settlement.
•
These rights and options – and the deadlines to exercise them – are explained in more detail
below.
•
The Court in charge of the Litigation has preliminarily approved the Settlement and must decide
whether to give final approval to the Settlement. The relief provided to Class Members will be
provided only if the Court gives final approval to the Settlement and, if there are any appeals,
after the appeals are resolved in favor of the Settlement. Please be patient.
9
10
11
WHAT THIS NOTICE CONTAINS
12
BACKGROUND INFORMATION
13 1.
What is this lawsuit about?
14 2.
Why is this Litigation a class action?
15
3.
Why is there a settlement?
4.
How do I know if I am part of the Settlement?
5.
Are there exceptions to being included?
16
17
18
19 6.
I’m still not sure if I am included.
20
THE PROPOSED SETTLEMENT
21 7.
What relief does the Settlement provide to the Class Members?
22 8.
What is the proposed Plan of Allocation?
23
24
9.
How can I get a payment?
10.
When would I get my payment?
25
THE LAWYERS IN THIS CASE AND THE CLASS REPRESENTATIVES
26
27
28
11.
Do I have a lawyer in this case?
12.
How will the lawyers be paid?
-3NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1186118_3
Will the Class Representatives receive any compensation for their efforts in bringing the
1 13.
Litigation?
2
RELEASE OF ALL CLAIMS
3
14.
What am I giving up to obtain relief under the Settlement?
4
HOW TO EXCLUDE YOURSELF FROM THE CLASS
5
15.
How do I exclude myself from the Class?
6
HOW TO OBJECT TO THE SETTLEMENT
7
8 16.
How do I tell the Court that I do not like the Settlement?
9 17.
What is the difference between excluding myself and objecting to the Settlement?
SETTLEMENT FAIRNESS HEARING
10
11 18.
What is the Settlement Fairness Hearing?
12 19.
When and where is the Settlement Fairness Hearing?
13 20.
May I speak at the hearing?
14
GETTING MORE INFORMATION
15 21.
How do I get more information?
16 22.
What if my address or other information has changed or changes after I submit a Proof of
Claim?
17
1.
18
What is this lawsuit about?
19
Plaintiffs brought this Litigation as a securities class action against King, certain of its officers
and directors, and the underwriters for King’s IPO, alleging that they violated the Securities Act of 1933
20 (the “Securities Act”) by misrepresenting and omitting material facts in King’s Registration Statement
in connection with King’s March 26, 2014 IPO, including: the decline in Candy Crush gross bookings
21 and the alleged inability of the Company to diversify away from Candy Crush; the decline in monthly
paying users; and the alleged practice of deleting customer lives on Facebook that was impacting
22 revenues of its largest revenue producing game. Defendants deny these allegations.
23 The issuance of this Notice is NOT an expression of the Court’s opinion on the merits or the
lack of merits of any of the Plaintiffs’ claims in the Litigation or whether the Defendants
24 engaged in any wrongdoing.
25 For information about how to learn about what has happened in the Litigation to date, please see
Section 21 below. You can also obtain the Stipulation at
26 www.kingdigitalshareholdersettlement.com, which has a detailed history of the allegations in the
Litigation and what has happened in the Litigation.
27
28
-4NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1186118_3
1
2
3
4
5
6
7
8
2.
Why is this Litigation a class action?
In a class action lawsuit, one or more people called plaintiffs sue on behalf of other people who
may potentially have similar claims. In this Litigation, the Court appointed Sean Debotte, Michael M.
Nunes, Theodore Eyking, and the City of Taylor Police and Fire Retirement System to represent the
Class. They are collectively called Class Representatives. For purposes of this proposed Settlement,
one court will resolve the issues for all Class Members, except for those people who properly exclude
themselves from the Class, as explained in Section 15 below. “Defendants” means King, Hope
Cochran, Robert S. Cohn, E. Stanton McKee, Riccardo Zacconi, John Sebastian Knutsson, Stephane
Kurgan, Melvyn Morris, Roy Mackenzie, Gerhard Florin, J.P. Morgan Securities LLC, Credit Suisse
Securities (USA) LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc.,
Deutsche Bank Securities Inc., RBC Capital Markets, LLC, BMO Capital Markets Corp., Cowen and
Company, LLC, Pacific Crest Securities LLC, Piper Jaffray & Co., Stifel, Nicolaus & Company,
Incorporated, Wedbush Securities Inc., and Raine Securities LLC.
3.
9
Why is there a Settlement?
The Class Representatives have made claims against Defendants. Defendants deny that they
10 have done anything wrong or violated any statute and admit no liability. The Court has not decided that
the Class Representatives or Defendants should win the Litigation. Instead, both sides agreed to a
11 settlement with the assistance of a highly respected and experienced mediator. In reaching the
Settlement, the parties have avoided the cost, delay, and uncertainty of further litigation.
12
As in any litigation, Class Representatives and the Class would face an uncertain outcome if
13 they did not agree to the Settlement. The parties expected that the case could continue for a lengthy
period of time and that if Class Representatives succeeded, Defendants would file appeals that would
14 postpone final resolution of the case. Continuation of the case against Defendants could result in a
judgment greater than this Settlement. Conversely, continuing the case could result in no recovery at all
15 or a recovery that is less than the amount of the Settlement.
16
Class Representatives and Class Counsel believe that this Settlement is fair and reasonable to the
Class. They have reached this conclusion for several reasons. Specifically, if the Settlement is
17 approved, the Class will receive a certain and significant monetary recovery. Additionally, Class
Representatives and Class Counsel believe that the significant and immediate benefits of the Settlement,
18 when weighed against the significant risk, delay, and uncertainty of continued litigation, are a highly
favorable result for the Class.
19
4.
20
21
How do I know if I am part of the Settlement?
If you purchased King ordinary shares from March 26, 2014 to September 22, 2014, and sold
those shares at a loss, you are a Class Member.
22
5.
Are there exceptions to being included?
23
Yes, excluded from the definition of the Class (defined above) are each of the Defendants, past
24 and current officers and directors of King and the Underwriter Defendants and any of their affiliates, the
members of the immediate families, and any entity which any Defendant has or had a controlling
25 interest, and the legal representatives, heirs, successors, or assigns of any such excluded person. Also
excluded is any person or entity that validly requests exclusion from the Class.
26
6.
I’m still not sure if I am included.
27
If you are still not sure whether you are included, you can ask for free help by contacting the
28 Claims Administrator at 1-866-664-1678. The address of the Claims Administrator is: King Digital
-5NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1186118_3
1 Shareholder Litigation, Claims Administrator, c/o Gilardi & Co. LLC, P.O. Box 30247, College
Station, TX 77842-3247. You may also contact a representative of Class Counsel: Rick Nelson,
2 Shareholder Relations, Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San
Diego, CA 92101, 1-800-449-4900.
3
7.
What relief does the Settlement provide to the Class Members?
4
In exchange for the Settlement and dismissal of the Litigation, Defendants have agreed that
5 King shall pay, or cause to be paid, on behalf of all Defendants, $18,500,000 to be divided, after taxes,
notice and settlement administration expenses and costs, any attorneys’ fees and expenses awarded by
6 the Court and any payment to Class Representatives for the time and expenses in representing the Class
approved by the Court (the “Net Settlement Fund”). The Net Settlement Fund will be distributed to
7 Class Members pursuant to the Plan of Allocation that is described in the next section of this Notice.
8
9
10
11
12
13
14
Class Representatives estimate that there are approximately 71.8 million shares of King ordinary
stock which may have been damaged during the Class Period. Class Representatives estimate that the
average recovery under the Settlement is roughly $0.26 per damaged share before taxes, notice and
settlement administration expenses and costs, any attorneys’ fee and expense award as well as any
payments to the Class Representatives for their time and expenses in representing the Class as
determined by the Court. Should the Court award the requested attorneys’ fees of up to 33-1/3% of the
Settlement Fund (or $6,166,666), Plaintiffs’ Counsel’s expenses of up to $300,000, awards of $2,500 to
each Class Representative for his or its representation of the Class and the maximum estimated cost of
notice and administration of the Settlement of $390,000, the average per share recovery would be
approximately $0.16. Using certain estimates of the number of claims that are going to be filed (30%)
and the number of estimated claims that are going to be valid (70%), it is estimated that approximately
15,078,000 shares will participate in the Settlement and the average recovery will be approximately
$.077 per share.
15
Of course, the above are just estimates, a Class Member’s actual recovery will be a proportion of
the Net Settlement Fund determined by that claimant’s recognized claim as compared to the total
16 recognized claims submitted. An individual Class Member may receive more or less than this average
amount depending on the number of claims submitted, when during the Class Period a Class Member
17 purchased King ordinary shares, the purchase price paid, when those shares were sold, and the amount
received, and whether those shares were held or sold at or after the end of the Class Period, and, if sold,
18 when they were sold and the amount received. See Plan of Allocation below for more information on
your recognized claim.
19
8.
What is the proposed Plan of Allocation?
20
Your share of the Net Settlement Fund will depend on the number of valid Proofs of Claim that
21 Class Members submit and how many shares of King ordinary shares you purchased during the period
from March 26, 2014 to September 22, 2014, and when or if you sold them.
22
For purposes of determining the amount an Authorized Claimant2 may recover under the Plan of
23 Allocation, Class Counsel conferred with their damages consultants and the Plan of Allocation reflects
an assessment of damages that they believe could have been recovered had Class Representatives
24 prevailed at trial.
25
26
27
28
In the unlikely event there are sufficient funds in the Net Settlement Fund, each Authorized
Claimant will receive an amount equal to the Authorized Claimant’s claim, as defined below. If,
2
An Authorized Claimant is any Class Member whose claim for recovery has been allowed pursuant
to the Plan of Allocation described herein and the Stipulation.
-6NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1186118_3
1 however, the amount in the Net Settlement Fund is not sufficient to permit payment of the total claim of
each Authorized Claimant, then each Authorized Claimant shall be paid the percentage of the Net
2 Settlement Fund that each Authorized Claimant’s claim bears to the total of the claims of all Authorized
Claimants (i.e., if your recognized claim was for $100 and all recognized claims totaled $1,000, you
3 would be paid 10% of the Net Settlement Fund). Payment in this manner shall be deemed conclusive
against all Authorized Claimants.
4
The calculation of claims below is not an estimate of the amount you will receive. It is a
5 formula for allocating the Net Settlement Fund among all Authorized Claimants. A claim will be
calculated as follows:
6
Claims for Ordinary Shares of King Purchased from
7
March 26, 2014 to September 22, 2014
8
Initial Public Offering Price:
Closing price on the date the lawsuit was filed3:
$22.50 per share
$14.84 per share
9
For King ordinary shares purchased from March 26, 2014 to September 22, 2014, and
10
1)
sold on or between March 26, 2014 through March 16, 2015, the claim per share is
the lesser of (i) the purchase price per share less the sales price per share, or
(ii) $22.50 less the sales price per share;
2)
retained at the close of trading on March 16, 2015, or sold on or after March 17,
2015, the claim per share is the lesser of (i) $22.50 less $14.84, or (ii) the purchase
price per share less the sales price per share.
11
12
13
14
If any of the formulas set forth above yield an amount less than $0.00, the claim per share is $0.00.
15
In the event a Class Member has more than one purchase or sale of King ordinary shares during
16 the Class Period, all purchases and sales within the Class Period shall be matched on a First-In, FirstOut (“FIFO”) basis for purposes of calculating a claim. Under the FIFO method, Class Period sales will
17 be matched in chronological order against King ordinary shares purchased during the Class Period.
A purchase or sale of King ordinary shares shall be deemed to have occurred on the “contract”
or “trade” date as opposed to the “settlement” or “payment” date. All purchase and sale prices shall
19 exclude any fees and commissions. The receipt or grant by gift, devise or operation of law of King
ordinary shares during the Class Period shall not be deemed a purchase or sale of King ordinary shares
20 for the calculation of a claimant’s recognized claim nor shall it be deemed an assignment of any claim
relating to the purchase of such shares unless specifically provided in the instrument of gift or
21 assignment. The receipt of King ordinary shares during the Class Period in exchange for securities of
any other corporation or entity shall not be deemed a purchase or sale of King ordinary shares.
22
Covering purchases during the Class Period for shares originally sold short will be excluded
23 from the calculation of an Authorized Claimant’s recognized claim. In the event that there is a short
position in King ordinary shares, the date of covering a “short sale” is deemed to be the date of purchase
24 of the shares. The date of a “short sale” is deemed to be the date of sale of the shares. The earliest
Class Period purchases shall be matched against such short position, and not be entitled to a recovery,
25 until that short position is fully covered.
18
26
The total of all profits shall be subtracted from the total of all losses from transactions during the
Class Period to determine if a Class Member has a recognized claim. Only if a Class Member had a net
27
3
28
The first class action complaint was filed on March 17, 2015.
-7NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1186118_3
1 market loss, after all profits from transactions in King ordinary shares during the Class Period are
subtracted from all losses, will such Class Member be eligible to receive a distribution from the Net
2 Settlement Fund. Shares held as of the beginning of the Class Period will be excluded for purposes of
calculating a market gain or loss.
3
If an Authorized Claimant has an overall market gain, the recognized claim for that Authorized
4 Claimant will be zero. If an Authorized Claimant has an overall market loss, that Authorized
Claimant’s recognized claim will be limited to the amount of total market loss. The Claims
5 Administrator shall allocate to each Authorized Claimant a percentage of the Net Settlement Fund based
on his, her, or its recognized claim as compared to the total recognized claims of all Authorized
6 Claimants.
7
Class Members who do not submit acceptable Proofs of Claim will not share in the Settlement
proceeds. The Settlement and the Final Judgment dismissing this Litigation will nevertheless bind
8 Class Members who do not submit a request for exclusion and/or submit an acceptable Proof of Claim.
9
10
11
12
13
Distributions will be made to Authorized Claimants after all claims have been processed and
after the Court has finally approved the Settlement. The Net Settlement Fund shall be distributed to the
Authorized Claimants substantially in accordance with the Plan of Allocation set forth in the Notice and
approved by the Court. If there is any balance remaining in the Net Settlement Fund after six (6)
months from the initial date of distribution of the Net Settlement Fund (whether by reason of tax
refunds, uncashed checks or otherwise), Class Counsel shall, if feasible, reallocate such balance among
Authorized Claimants in an equitable and economic fashion. These redistributions shall be repeated
until the balance remaining in the Net Settlement Fund is no longer feasible to distribute to Class
Members. Thereafter, any balance which still remains in the Net Settlement Fund shall be donated to
Bay Area Legal Aid.
14
The Court has reserved jurisdiction to allow, disallow, or adjust the claim of any Class Member
15 on equitable grounds.
16
Payment pursuant to the Plan of Allocation set forth above shall be conclusive against all
Authorized Claimants. No person or entity shall have any claim against Plaintiffs, Plaintiffs’ Counsel,
17 any Claims Administrator, any other person designated by Class Counsel, or Defendants and their
Related Persons based on the distributions made substantially in accordance with this Plan of
18 Allocation, or further orders of the Court. All Class Members who fail to complete and file a valid and
timely Proof of Claim shall be barred from participating in distributions from the Net Settlement Fund
19 (unless otherwise ordered by the Court), but otherwise shall be bound by all of the terms of the
Stipulation, including the terms of any judgment entered and the releases given.
20
9.
How can I get a payment?
21
To qualify for a payment, you must submit a Proof of Claim. A Proof of Claim is enclosed with
22 this Notice or it may be downloaded at www.kingdigitalshareholdersettlement.com. Read the
instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it,
23 and mail it so that is postmarked or received if submitted online no later than [insert date]. The Proof
of Claim may be submitted online at www.kingdigitalshareholdersettlement.com.
24
10.
When would I get my payment?
25
The Court will hold a Settlement Fairness Hearing on __________ to decide whether to approve
26 the Settlement, the Plan of Allocation, Class Counsel’s request for an award of attorneys’ fees and
expenses, and awards to Class Representatives for their efforts in bringing and prosecuting the
27 Litigation. If the Court approves the Settlement and the Plan of Allocation, there may be appeals. It is
28
-8NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1186118_3
1 always uncertain how these appeals will be resolved, and resolving them could take time, likely more
than a year. It also takes time for all of the Proof of Claims to be processed. Please be patient.
2
11.
Do I have a lawyer in this case?
3
The Court has ordered that Robbins Geller Rudman & Dowd LLP and Scott + Scott, Attorneys
4 at Law, LLP (“Class Counsel”) will represent the interests of all Members of the Class. You will not be
separately charged for these lawyers. If you want to be represented by your own lawyer, you may hire
5 one at your own expense.
6
12.
How will the lawyers be paid?
7
Class Counsel will request the Court to award attorneys’ fees of up to 33-1/3% (or $6,166,666)
of the Settlement Fund for their attorneys’ fees and for expenses incurred in the Litigation in an amount
8 not to exceed $300,000, which were incurred in connection with the Litigation, plus interest earned on
both amounts at the same rate and for the same period of time as earned by the Settlement Fund. The
9 Court will make the final decision as to the amounts to be paid to Class Counsel. Such sums will be
paid from the Settlement Fund.
10
13.
11
Will the Class Representatives receive any compensation for their efforts in
bringing the Litigation?
12
The Class Representatives will each request a service award of up to $2,500 for their services as
Class
Representatives
and their efforts in bringing and prosecuting the Litigation. The Court will make
13
the final decision as to the amount to be paid, if any, to the Class Representatives.
14
14.
What am I giving up to obtain relief under the Settlement?
15
Unless you exclude yourself, you are staying in the Class, and that means you cannot sue,
16 continue to sue, or be part of any other lawsuit against Defendants and their Related Persons (defined
below) about the same issues in this case or about issues that could have been asserted in this case. It
17 also means that all of the Court’s orders will apply to you and legally bind you and you will release
your Released Claims in this case against Defendants and their respective Related Persons (collectively,
18 the “Released Parties”). “Released Claims” shall collectively mean any and all claims (including
“Unknown Claims” as defined in paragraph 1.30 in the Stipulation) against any of the Released Parties
19 arising out of, relating to, or in connection with both (i) the facts, events, transactions, acts, occurrences,
statements, representations, misrepresentations, or omissions which were or could have been alleged in
20 the Litigation, and (ii) the purchase or acquisition, holding, sale, or disposition of King’s ordinary
shares from the date of King’s initial public offering on March 26, 2014 to September 22, 2014, except
21 for any claims to enforce the Stipulation. The Stipulation, available on the Internet at the website
www.kingdigitalshareholdersettlement.com contains the full terms of the release.
22
“Related Persons” means each of a Defendant’s past or present parents, subsidiaries, affiliates,
23 divisions, joint ventures, and each of their respective past or present directors, officers, employees,
partners, members, principals, agents, underwriters, insurers, co-insurers, reinsurers, controlling
24 shareholders, attorneys, accountants or auditors, financial or investment advisors or consultants, banks
or investment bankers, personal or legal representatives, predecessors, successors, assigns, spouses,
25 heirs, related or affiliated entities, any entity in which a Defendant has a controlling interest, any
member of an individual Defendant’s immediate family, or any trust of which any individual Defendant
26 is the settlor or which is for the benefit of any Defendant and/or member(s) of his family.
27
28
-9NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1186118_3
1
15.
How do I exclude myself from the Class?
2
You may exclude yourself from the Class. If you want to be excluded, you must mail a letter or
postcard stating: (a) the name and case number of the Litigation, “In re King Digital Entertainment plc
3 Shareholder Litigation, Lead Case No. CGC-15-544770”; (b) your full name, address, and telephone
number; (c) a statement that you do not wish to participate in the Settlement; (d) the number of ordinary
4 shares of King purchased between March 26, 2014 and September 22, 2014; and (e) signed by you.
The letter or postcard must be sent by First-Class Mail, postage prepaid, must be postmarked no later
5 than [INSERT DATE], and must be addressed to the Claims Administrator, as follows:
6
King Digital Shareholder Litigation
Claims Administrator
c/o Gilardi & Co. LLC
EXCLUSIONS
P.O. Box 8040
San Rafael, CA 94912-8040
7
8
9
Written requests for exclusion must be mailed and cannot be submitted electronically. If you
10 timely request exclusion from the Class, you will be excluded, you will not be bound by the Judgment
entered in the Litigation, and you will not be precluded from prosecuting any timely, individual claim
11 against Defendants based on your purchase of King’s ordinary shares from March 26, 2014 to
September 24, 2014. If you file a Proof of Claim and request exclusion, the Proof of Claim will be
12 processed and your request for exclusion will be invalid.
13
14
The Judgment, whether favorable or not, will bind all Class Members who do not request
exclusion.
16.
15
How do I tell the Court that I do not like the Settlement?
At the date, time, and location stated in Section 19 below, the Court will hold a Settlement
16 Fairness Hearing to determine if the Settlement is fair, reasonable, and adequate, and to also consider
the Plan of Allocation, Class Counsel’s request for an award of attorneys’ fees and expenses, and
17 service awards to the Class Representatives.
18
If you have not submitted a timely request for exclusion and wish to object to the fairness,
reasonableness or adequacy of the Stipulation or the proposed Settlement, or the Plan of Allocation or
19 to the award of attorneys’ fees and expenses or the service awards, you must mail a written objection to
Class Counsel at the addresses set forth below by First-Class Mail, postage prepaid, and postmarked
20 no later than [INSERT DATE]. Objections must be mailed and cannot be submitted electronically.
21
CLASS COUNSEL
22 Jeffrey D. Light
ROBBINS GELLER RUDMAN
23
& DOWD LLP
655 West Broadway, Suite 1900
24 San Diego, CA 92101
Geoffrey Johnson
SCOTT + SCOTT, ATTORNEYS AT LAW, LLP
12434 Cedar Road, Suite 12
Cleveland Heights, OH 44106
25
If you wish to object, your written objections must state: (a) “In re King Digital Entertainment
26 plc Shareholder Litigation, Lead Case No. CGC-15-544770”; (b) the full name, address, and telephone
number of the person objecting; and (c) in clear and concise terms, the legal and factual arguments
27 supporting the objection, including a short statement of facts demonstrating that the person objecting is
a Class Member. If you object and desire to present evidence at the Settlement Fairness Hearing, you
28
- 10 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1186118_3
1 must include copies of any exhibits you intend to introduce into evidence. You may, but need not, hire
a lawyer of your choosing to write and serve your objection. If you do make your objection through a
2 lawyer, you will be responsible for your personal attorney’s fees and costs.
3 IF YOU DO NOT TIMELY MAKE YOUR OBJECTION, YOU WILL HAVE WAIVED
ALL OBJECTIONS. YOU WILL NOT BE ENTITLED TO SPEAK AT THE
4 SETTLEMENT FAIRNESS HEARING. AND YOU WILL NOT BE ABLE TO APPEAL
FROM ANY FINAL JUDGMENT APPROVING THE SETTLEMENT.
5
If you submit a written objection, you may appear at the Settlement Fairness Hearing, either in
6 person or through personal counsel hired at your expense, to object to the Settlement, the Plan of
Allocation, Class Counsel’s request for an award of attorneys’ fees and expenses, and service awards to
7 Class Representatives. You are not required, however, to appear and the Court will still consider your
objection.
8
17.
What is the difference between excluding myself and objecting to the
9
Settlement?
10
Objecting is simply telling the Court that you do not like something about the Settlement, the
11 Plan of Allocation, the requested award of attorneys’ fees and expenses and/or the service awards to
Class Representatives. You can object only if you stay in the Settlement. Excluding yourself is telling
12 the Court that you don’t want to be part of the Settlement. If you exclude yourself, you have no basis to
object because the Settlement no longer affects you.
13
18.
What is the Settlement Fairness Hearing?
14
The Court has preliminarily approved the Settlement and will hold a hearing to decide whether
to give final approval to the Settlement. The purpose of the Settlement Fairness Hearing will be for the
16 Court to determine whether the Settlement should be approved as fair, reasonable, and adequate, to
consider the Plan of Allocation, to consider the award of attorneys’ fees and expenses to Class Counsel,
17 and to consider the request for service awards to the Class Representatives.
15
19.
18
When and where is the Settlement Fairness Hearing?
On [insert date of hearing], a hearing will be held on the fairness of the proposed Settlement.
At the hearing, the Court will be available to hear any objections and arguments concerning the
20 proposed Settlement’s fairness, the Plan of Allocation’s fairness, the fairness of Class Counsel’s request
for an award of attorneys’ fees and expenses, and the fairness of the service awards to Class
21 Representatives. The hearing will take place before the Honorable Curtis E.A. Karnow in Department
304 of the San Francisco County Superior Court, located at the Civic Center Courthouse, 400
22 McAllister Street, San Francisco, CA 94102.
19
The hearing may be postponed to a different date or time or location without notice. Please
check www.kingdigitalshareholdersettlement.com or call Rick Nelson, a representative of Class
24 Counsel, toll-free at 1-800-449-4900 for any updates about the Settlement Fairness Hearing specifically.
If the date or time of the Settlement Fairness Hearing changes, an update to the Settlement website or a
25 call to Rick Nelson will be the only way you will be informed of the change.
23
20.
26
May I speak at hearing?
27
At the hearing, the Court will be available to hear any objections and arguments concerning the
fairness of the Settlement, the Plan of Allocation, Class Counsel’s request for an award of attorneys’
28 fees and expenses and Class Representative service awards.
- 11 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1186118_3
1
You may attend, but you do not have to and the Court will still consider your objection. As
described above in Section 16, you may speak at the Settlement Fairness Hearing only if you have
2 timely filed with the Court and served Class Counsel with a written objection and written notice of your
intent to appear at the Settlement Fairness Hearing.
3
If you have requested exclusion from the Class, however, you will not be allowed to speak at the
4 Settlement Fairness Hearing.
5
21.
How do I get more information?
6
To obtain a copy of the Stipulation, the Court’s Preliminary Approval Order, and the operative
complaint filed in the Litigation, or to access the Proof of Claim, you can visit the Settlement website
7 located at www.kingdigitalshareholdersettlement.com. In addition, the papers in support of final
approval of the Settlement, the Plan of Allocation and the request for an award of attorneys’ fees and
8 expenses shall be posted to the website after they are filed on [insert date].
9
Alternatively, you may contact the Claims Administrator by telephone at 1-866-664-1678, or by
mail at: “King Digital Shareholder Litigation,” Claims Administrator, c/o Gilardi & Co. LLC, P.O. Box
10 30247, College Station, TX 77842-3247.
11
This description of the Litigation is general and does not cover all of the issues and proceedings
that have occurred. In order to see the complete file, you may access the file online at
12 www.sfsuperiorcourt.org/online-services and enter Case No. CGC-15-544770. You may also visit the
Clerk’s office at the San Francisco County Superior Court, located at the Civic Center Courthouse, 400
13 McAllister Street, San Francisco, CA 94102. The Clerk will tell you how to obtain the file for
inspection and copying at your own expense.
14
You may also contact a representative of Class Counsel: Rick Nelson, Shareholder Relations,
15 Robbins Geller Rudman & Dowd LLP, 655 West Broadway, Suite 1900, San Diego, CA 92101, 1-800449-4900 for more information about the Settlement or the Litigation.
16
22.
What if my address or other information has changed or changes after I
17
submit a Proof of Claim?
18
19
It is your responsibility to inform the Claims Administrator of your updated information. You
may do so at the address below:
King Digital Shareholder Litigation
Claims Administrator
c/o Gilardi & Co. LLC
P.O. Box 30247
College Station, TX 77842-3247
(1-866-664-1678)
[Email Address]
20
21
22
23
DO NOT ADDRESS ANY QUESTIONS ABOUT THE SETTLEMENT OR THE
24 LITIGATION TO THE CLERK OF THE COURT OR THE JUDGE.
25 SPECIAL NOTICE TO BANKS, BROKERS, AND OTHER NOMINEES
26
If you hold any King ordinary shares purchased from March 26, 2014 to September 22, 2014, as
a nominee for a beneficial owner, then, within ten (10) days after you receive this Notice, you must
27 either: (1) send a copy of this Notice by First-Class Mail to all such Persons; or (2) provide a list of the
names and addresses of such Persons to the Claims Administrator:
28
- 12 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1186118_3
1
King Digital Shareholder Litigation
Claims Administrator
c/o Gilardi & Co. LLC
P.O. Box 30247
College Station, TX 77842-3247
2
3
4
If you choose to mail the Notice and Proof of Claim yourself, you may obtain from the Claims
Administrator (without cost to you) as many additional copies of these documents as you will need to
5 complete the mailing.
6
Regardless of whether you choose to complete the mailing yourself or elect to have the mailing
performed for you, you may obtain reimbursement for or advancement of reasonable administrative
7 costs actually incurred or expected to be incurred in connection with forwarding the Notice and which
would not have been incurred but for the obligation to forward the Notice, upon submission of
8 appropriate documentation to the Claims Administrator.
9
10 DATED: ___________________
11
BY ORDER OF THE SUPERIOR COURT OF
CALIFORNIA, COUNTY OF SAN FRANCISCO
HONORABLE CURTIS E.A. KARNOW
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
- 13 NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1186118_3
EXHIBIT A-2
1 ROBBINS GELLER RUDMAN
& DOWD LLP
2 SHAWN A. WILLIAMS (213113)
Post Montgomery Center
3 One Montgomery Street, Suite 1800
San Francisco, CA 94104
4 Telephone: 415/288-4545
415/288-4534 (fax)
5
– and –
JAMES I. JACONETTE (179565)
6 655 West Broadway, Suite 1900
San Diego, CA 92101
7 Telephone: 619/231-1058
619/231-7423 (fax)
8
Lead Counsel for Plaintiffs
9
SCOTT + SCOTT LLP
ATTORNEYS AT LAW
JOHN T. JASNOCH (281605)
707 Broadway, 10th Floor
San Diego, CA 92101
Telephone: 619/233-4565
619/233-0508 (fax)
10
SUPERIOR COURT OF THE STATE OF CALIFORNIA
11
COUNTY OF SAN FRANCISCO
12
In re KING DIGITAL ENTERTAINMENT plc )
)
13 SHAREHOLDER LITIGATION
)
)
14
)
This Document Relates To:
)
15
)
ALL ACTIONS.
)
16
PROOF OF CLAIM AND RELEASE
17
Assigned for All Purposes to the
Honorable Curtis E.A. Karnow
Dept. 304
Date Action Filed: 03/17/15
18
Lead Case No. CGC-15-544770
CLASS ACTION
EXHIBIT A-2
19
20
21
22
23
24
25
26
27
28
PROOF OF CLAIM AND RELEASE
1183842_2
1 I.
GENERAL INSTRUCTIONS
2
1.
To recover as a Class Member based on your claims in the action entitled In re King
3 Digital Entertainment plc Shareholder Litigation, Lead Case No. CGC-15-544770 (the “Litigation”),
4 YOU MUST MAIL OR SUBMIT ONLINE YOUR COMPLETED PROOF OF CLAIM AND
5 RELEASE FORM (“CLAIM FORM”), ACCOMPANIED BY COPIES OF THE DOCUMENTS
6 REQUESTED HEREIN, ON OR BEFORE ___________, 201_, ADDRESSED AS FOLLOWS:
7
King Digital Shareholder Litigation
Claims Administrator
c/o Gilardi & Co. LLC
P.O. Box 30247
College Station, TX 77842-3247
www.kingdigitalshareholdersettlement.com
8
9
10
2.
Submission of this Claim Form, however, does not assure that you will share in the
11
proceeds of the settlement of the Litigation.
12
3.
If you are a Class Member and you did not timely request exclusion in connection with
13
the proposed settlement, you are bound by the terms of any judgment entered in the Litigation,
14
including the releases provided therein, WHETHER OR NOT YOU SUBMIT A CLAIM FORM.
15
II.
CLAIMANT IDENTIFICATION
16
If you purchased ordinary shares of King Digital Entertainment plc (“King” or the “Company”)
17
from March 26, 2014 to September 22, 2014, use Part I of this form entitled “Claimant Identification”
18
to list the claimant name, mailing address, and account information if relevant (such as for a claim
19
submitted on behalf of an IRA, Trust, or estate account). Please list the most current claimant or
20
account name as you would like the information to appear on the check, if eligible for payment. Please
21
also provide a telephone number and/or e-mail address, as the Claims Administrator may need to
22
contact you with questions about the claim submitted. If your Claimant Identification information
23
changes, please notify the Claims Administrator in writing at the address above.
24
All joint purchasers must sign this claim. If you are acting in a representative capacity on behalf
25
of a Class Member (for example, as an executor, administrator, trustee, or other representative), you
26
must submit evidence of your current authority to act on behalf of that Class Member. Such evidence
27
would include, for example, letters testamentary, letters of administration, or a copy of the trust
28
-1PROOF OF CLAIM AND RELEASE
1183842_2
1 documents or other documents which provide you with the authority to submit the claim. Please also
2 indicate your representative capacity under your signature on page __ of this Claim Form.
3 III.
CLAIM FORM
4
Use Part II of this form entitled “Schedule of Transactions in King Ordinary Shares” to supply
5 all required details of your transaction(s). If you need more space or additional schedules, attach
6 separate sheets giving all of the required information in substantially the same form. Sign and print or
7 type your name on each additional sheet.
8
On the schedules, provide all of the requested information with respect to all of your purchases
9 of King ordinary shares which took place from March 26, 2014 to September 22, 2014 (the “Class
10 Period”), and all of your sales of King ordinary shares which took place from March 26, 2014 through
11 and including the date you submit your Claim Form, whether such transactions resulted in a profit or a
12 loss. You must also provide all of the requested information with respect to all of the ordinary shares of
13 King you held at the close of trading on March 16, 2015. Failure to report all such transactions may
14 result in the rejection of your claim.
15
List each transaction separately and in chronological order, by trade date, beginning with the
16 earliest. You must accurately provide the month, day, and year of each transaction you list.
17
The date of covering a “short sale” is deemed to be the date of purchase of King ordinary shares.
18 The date of a “short sale” is deemed to be the date of sale of King ordinary shares.
19
COPIES OF BROKER CONFIRMATIONS OR OTHER DOCUMENTATION OF
20 YOUR TRANSACTIONS IN KING ORDINARY SHARES SHOULD BE ATTACHED TO
21 YOUR CLAIM. FAILURE TO PROVIDE THIS DOCUMENTATION COULD DELAY
22 VERIFICATION OF YOUR CLAIM OR RESULT IN REJECTION OF YOUR CLAIM.
23
24
25
26
27
28
-2PROOF OF CLAIM AND RELEASE
1183842_2
1
SUPERIOR COURT OF THE STATE OF CALIFORNIA
2
COUNTY OF SAN FRANCISCO
3
In re King Digital Entertainment plc Shareholder Litigation
4
Lead Case No. CGC-15-544770
5
PROOF OF CLAIM AND RELEASE
6
Must Be Postmarked or Submitted Online at www.kingdigitalshareholdersettlement.com No
Later than:
7
______________, 201_
8
Please Type or Print
9
REMEMBER TO ATTACH COPIES OF BROKER CONFIRMATIONS OR OTHER
10
DOCUMENTATION OF YOUR TRANSACTIONS IN KING ORDINARY SHARES.
11
FAILURE TO PROVIDE THIS DOCUMENTATION COULD DELAY VERIFICATION OF
12
YOUR CLAIM OR RESULT IN REJECTION OF YOUR CLAIM.
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-3PROOF OF CLAIM AND RELEASE
1183842_2
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-4PROOF OF CLAIM AND RELEASE
1183842_2
1 PART II:
SCHEDULE OF TRANSACTIONS IN KING ORDINARY SHARES
2
Purchases of King ordinary shares (March 26, 2014 – September 22, 2014):
A.
3
Trade Date
Month Day Year
Number of Shares
Purchased
Total Purchase Price
1.____________
1.____________
1.____________
2.____________
2.____________
2.____________
3.____________
3.____________
3.____________
4
5
6
7
IMPORTANT: If any purchase listed covered a “short sale,” please mark Yes:
8
Yes
9
10
B.
11
Sales of King ordinary shares (March 26, 2014 – the date you submit your Claim
Form):
Number of Shares
Sold
Total Sales Price
12
Trade Date
Month Day Year
13
1.____________
1.____________
1.____________
14
2.____________
2.____________
2.____________
15
3.____________
3.____________
3.____________
16
C.
17
Number of ordinary shares of King held at the close of trading on March 16, 2015:
________________
18 YOU MUST READ AND SIGN THE RELEASE ON PAGE __. FAILURE TO SIGN THE
RELEASE MAY RESULT IN A DELAY IN PROCESSING OR THE REJECTION OF YOUR
19 CLAIM.
20
21
22
23
24
25
26
27
28
-5PROOF OF CLAIM AND RELEASE
1183842_2
1 IV.
SUBMISSION TO JURISDICTION OF COURT AND
ACKNOWLEDGMENTS
2
I (We) submit this Claim Form under the terms of the Stipulation of Settlement described in the
3
Notice. I (We) also submit to the jurisdiction of the Superior Court of the State of California, County of
4
San Francisco, with respect to my (our) claim as a Class Member and for purposes of enforcing the
5
release set forth herein. I (We) further acknowledge that I am (we are) bound by and subject to the
6
terms of any judgment that may be entered in the Litigation. I (We) agree to furnish additional
7
information to the Claims Administrator to support this claim if requested to do so. I (We) have not
8
submitted any other claim covering the same purchases or sales of King ordinary shares during the
9
relevant period and know of no other person having done so on my (our) behalf.
10
V.
RELEASE
11
1.
I (We) hereby acknowledge that I (we) fully and finally release any and all claims (both
12
known and unknown) against Defendants and their Related Persons arising out of, relating to, or in
13
connection with both: (i) the facts, events, transactions, acts, occurrences, statements, representations,
14
misrepresentations, or omissions which were alleged or could have been alleged in the Litigation; and
15
(ii) the purchase or acquisition, holding, sale or disposition of King’s ordinary shares from the date of
16
King’s initial public offering on March 26, 2014 to September 22, 2014, except for any claims to
17
enforce the Stipulation.
The Stipulation, available on the Internet at the website
18
www.kingdigitalshareholdersettlement.com, contains the full terms of the release.
19
2.
I (We) hereby warrant and represent that I (we) have not assigned or transferred or
20
purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release
21
or any other part or portion thereof.
22
3.
I (We) hereby warrant and represent that I (we) have included information about all of
23
my (our) purchases of King ordinary shares which took place from March 26, 2014 to September 22,
24
2014, and all of my (our) sales of King ordinary shares which took place from March 26, 2014 through
25
and including the date I (we) submit this Claim Form, as well as the number of ordinary shares of King
26
held by me (us) at the close of trading on March 16, 2015.
27
28
-6PROOF OF CLAIM AND RELEASE
1183842_2
1
I (We) declare under penalty of perjury under the laws of the United States of America that all
2 of the foregoing information supplied on this Claim Form by the undersigned is true and correct.
3
4
Executed this _____ day of __________________ in ______________________________.
(Month/Year)
(City, State/Country)
5
______________________________________
(Sign your name here)
6
7
______________________________________
(Type or print your name here)
8
9
____________________________________
(Capacity of person(s) signing, e.g., Beneficial
Purchaser, Executor, or Administrator)
10
11
12
13
14
ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME.
THANK YOU FOR YOUR PATIENCE.
Reminder Checklist:
1.
Please sign the above release and declaration.
2.
Remember to attach copies of supporting documentation.
3.
Do not send originals of certificates or other documentation as they will not be
returned.
18
4.
Keep a copy of your Claim Form and all supporting documentation for your records.
19
5.
If you desire an acknowledgment of receipt of your Claim Form, please send it
Certified Mail, Return Receipt Requested.
6.
If you move, please send your new address to the address below.
7.
Do not use red pen or highlighter on the Claim Form or supporting documentation.
15
16
17
20
21
22
23
THIS CLAIM FORM MUST BE SUBMITTED ONLINE OR IF MAILED POSTMARKED
NO LATER THAN ____________, 201_, ADDRESSED AS FOLLOWS:
King Digital Shareholder Litigation
Claims Administrator
c/o Gilardi & Co. LLC
P.O. Box 30247
College Station, TX 77842-3247
www.kingdigitalshareholdersettlement.com
24
25
26
27
28
-7PROOF OF CLAIM AND RELEASE
1183842_2
EXHIBIT A-3
1 ROBBINS GELLER RUDMAN
& DOWD LLP
2 SHAWN A. WILLIAMS (213113)
Post Montgomery Center
3 One Montgomery Street, Suite 1800
San Francisco, CA 94104
4 Telephone: 415/288-4545
415/288-4534 (fax)
5
– and –
JAMES I. JACONETTE (179565)
6 655 West Broadway, Suite 1900
San Diego, CA 92101
7 Telephone: 619/231-1058
619/231-7423 (fax)
8
Lead Counsel for Plaintiffs
9
SCOTT + SCOTT LLP
ATTORNEYS AT LAW
JOHN T. JASNOCH (281605)
707 Broadway, 10th Floor
San Diego, CA 92101
Telephone: 619/233-4565
619/233-0508 (fax)
10
SUPERIOR COURT OF THE STATE OF CALIFORNIA
11
COUNTY OF SAN FRANCISCO
12
In re KING DIGITAL ENTERTAINMENT plc )
)
13 SHAREHOLDER LITIGATION
)
)
14
)
This Document Relates To:
)
15
)
ALL ACTIONS.
)
16
Lead Case No. CGC-15-544770
CLASS ACTION
SUMMARY NOTICE OF PROPOSED
SETTLEMENT OF CLASS ACTION
EXHIBIT A-3
Assigned for All Purposes to the
Honorable Curtis E.A. Karnow
Dept. 304
Date Action Filed: 03/17/15
17
18
19
20
21
22
23
24
25
26
27
28
SUMMARY NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1184046_2
1 TO:
2
3
4
5
ALL PERSONS AND ENTITIES WHO PURCHASED KING DIGITAL
ENTERTAINMENT PLC (“KING” OR THE “COMPANY”) ORDINARY SHARES
FROM MARCH 26, 2014 TO SEPTEMBER 22, 2014, AND WHO SOLD THOSE
SHARES AT A LOSS (THE “CLASS”)
THIS NOTICE WAS AUTHORIZED BY THE COURT. IT IS NOT A LAWYER
SOLICITATION. PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.
YOU ARE HEREBY NOTIFIED that a hearing will be held on _______, 201__, at _:__ _.m.,
6 before the Honorable Curtis E.A. Karnow at the Superior Court of California, County of San Francisco
7 (the “Court”), located at the Civic Center Courthouse, 400 McAllister Street, San Francisco, CA 94102,
8 to determine whether: (1) the proposed Settlement as set forth in the Stipulation of Settlement dated
9 October 31, 2016 (“Stipulation”) of the above-captioned action (“Litigation”) for $18,500,000 in cash
10 should be approved by the Court as fair, reasonable and adequate; (2) the Plan of Allocation should be
11 approved by the Court, as fair, reasonable and adequate; (3) to award Class Counsel attorneys’ fees and
12 expenses out of the Settlement Fund (as defined in the Notice of Proposed Settlement of Class Action
13 (“Notice”), which is discussed below); and (4) to pay Class Representatives service awards for
14 representing the Class in this Litigation out of the Settlement Fund.
15
This Litigation is a securities class action against King, certain of its executives, and the
16 underwriters of King’s March 26, 2014 Initial Public Offering (“IPO”) alleging that King’s Registration
17 Statement and Prospectus (“Registration Statement”), issued in connection with the IPO, misstated and
18 omitted material facts from the Registration Statement, including, among other things, material
19 information about the Company’s hit game, Candy Crush Saga’s (“Candy Crush”) decline in gross
20 bookings and the alleged inability of the Company to diversify away from Candy Crush. Defendants
21 deny all of Plaintiffs’ allegations.
22
IF YOU PURCHASED KING ORDINARY SHARES FROM MARCH 26, 2014 TO
23 SEPTEMBER 22, 2014, AND SOLD THOSE SHARES AT A LOSS, YOUR RIGHTS MAY BE
24 AFFECTED BY THE SETTLEMENT OF THIS LITIGATION.
25
To share in the distribution of the Net Settlement Fund, you must establish your rights by
26 submitting a Proof of Claim and Release (“Proof of Claim”) by mail (postmarked no later than _____)
27 or submitted electronically no later than ___________ at www.kingdigitalshareholdersettlement.com.
28 Your failure to submit your Proof of Claim by ___________ will subject your claim to possible
-1SUMMARY NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1184046_2
1 rejection and may preclude you from receiving any of the recovery in connection with the Settlement of
2 this Litigation. If you are a Member of the Class and do not request exclusion, you will be bound by the
3 Settlement and any judgment and release entered in the Litigation, including, but not limited to, the
4 Judgment, whether or not you submit a Proof of Claim. Class Counsel represent you and other
5 Members of the Class. If you want to be represented by your own lawyer, you may hire one at your
6 own expense.
7
If you have not received a copy of the Notice, which more completely describes the Settlement
8 and your rights thereunder (including your right to object to the Settlement or exclude yourself from the
9 Class), and a Proof of Claim form, you may obtain these documents, as well as a copy of the Stipulation
10 (which, among other things, contains definitions for the defined terms used in this Summary Notice)
11 and other Settlement documents, online at www.kingdigitalshareholdersettlement.com, or by writing to:
12
King Digital Shareholder Litigation
Claims Administrator
c/o Gilardi & Co. LLC
P.O. Box 30247
College Station, TX 77842-3247
Phone: 1-866-664-1678
13
14
15
16
Inquiries may also be made to a representative of Class Counsel:
20
ROBBINS GELLER RUDMAN & DOWD LLP
Shareholder Relations
c/o Rick Nelson
655 West Broadway, Suite 1900
San Diego, CA 92101
Phone: 1-800-449-4900
21
Inquiries should NOT be directed to Defendants, the Court, or the Clerk of the Court.
22
IF YOU DESIRE TO BE EXCLUDED FROM THE CLASS, YOU MUST SUBMIT A
17
18
19
23 REQUEST FOR EXCLUSION SUCH THAT IT IS POSTMARKED NO LATER THAN
24 ____________, IN THE MANNER AND FORM EXPLAINED IN THE NOTICE. ALL MEMBERS
25 OF THE CLASS WHO HAVE NOT REQUESTED EXCLUSION FROM THE CLASS WILL BE
26 BOUND BY THE SETTLEMENT ENTERED IN THE LITIGATION EVEN IF THEY DO NOT FILE
27 A TIMELY PROOF OF CLAIM.
28
-2SUMMARY NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1184046_2
1
IF YOU ARE A CLASS MEMBER, YOU HAVE THE RIGHT TO OBJECT TO THE
2 SETTLEMENT, THE PLAN OF ALLOCATION, THE REQUEST BY CLASS COUNSEL FOR AN
3 AWARD OF ATTORNEYS’ FEES AND EXPENSES, AND/OR THE PAYMENT TO CLASS
4 REPRESENTATIVES FOR THEIR TIME AND EXPENSES. ANY OBJECTIONS MUST BE SENT
5 TO CLASS COUNSEL POSTMARKED BY _____________, _____, IN THE MANNER AND
6 FORM EXPLAINED IN THE NOTICE.
7
8 DATED: ___________________
9
BY ORDER OF THE SUPERIOR COURT OF
CALIFORNIA, COUNTY OF SAN FRANCISCO
HONORABLE CURTIS E.A. KARNOW
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
-3SUMMARY NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION
1184046_2
EXHIBIT B
1 ROBBINS GELLER RUDMAN
& DOWD LLP
2 SHAWN A. WILLIAMS (213113)
Post Montgomery Center
3 One Montgomery Street, Suite 1800
San Francisco, CA 94104
4 Telephone: 415/288-4545
415/288-4534 (fax)
5
– and –
JAMES I. JACONETTE (179565)
6 655 West Broadway, Suite 1900
San Diego, CA 92101
7 Telephone: 619/231-1058
619/231-7423 (fax)
8
Lead Counsel for Plaintiffs
9
SCOTT + SCOTT LLP
ATTORNEYS AT LAW
JOHN T. JASNOCH (281605)
707 Broadway, 10th Floor
San Diego, CA 92101
Telephone: 619/233-4565
619/233-0508 (fax)
10
SUPERIOR COURT OF THE STATE OF CALIFORNIA
11
COUNTY OF SAN FRANCISCO
12
In re KING DIGITAL ENTERTAINMENT plc )
)
13 SHAREHOLDER LITIGATION
)
)
14
)
This Document Relates To:
)
15
)
ALL ACTIONS.
)
16
Lead Case No. CGC-15-544770
CLASS ACTION
[PROPOSED] JUDGMENT AND ORDER
GRANTING FINAL APPROVAL OF CLASS
ACTION SETTLEMENT
EXHIBIT B
17
Assigned for All Purposes to the
Honorable Curtis E.A. Karnow
Dept. 304
Date Action Filed: 03/17/15
18
19
20
21
22
23
24
25
26
27
28
[PROPOSED] JUDGMENT AND ORDER GRANTING FINAL APPROVAL OF CLASS ACTION SETTLEMENT
1192732_3
1
WHEREAS, the Court is advised that the Settling Parties, through their counsel, have agreed,
2 subject to Court approval following notice to the Class and a hearing, to settle this Litigation upon the
3 terms and conditions set forth in the Stipulation of Settlement dated October 31, 2016 (the
4 “Stipulation”), which was filed with the Court;1 and
5
WHEREAS, on _________, 201_, the Court entered its Order Preliminarily Approving
6 Settlement and Providing for Notice, which preliminarily approved the Settlement, and approved the
7 form and manner of notice to the Class of the Settlement; and
8
WHEREAS, said notice has been made to the Class and the fairness hearing has been held
9 pursuant to the terms of the Order Preliminarily Approving Settlement and Providing for Notice; and
10
NOW, THEREFORE, based upon the Stipulation and all of the filings, records and proceedings
11 herein, and it appearing to the Court upon examination that the Settlement set forth in the Stipulation is
12 fair, reasonable and adequate, and upon a Settlement Fairness Hearing having been held after notice to
13 the Class of the Settlement to determine if the Settlement is fair, reasonable, and adequate and whether
14 the Judgment should be entered in this Litigation;
15
THE COURT HEREBY FINDS AND CONCLUDES THAT:
16
A.
The provisions of the Stipulation, including definitions of the terms used therein, are
17 hereby incorporated by reference as though fully set forth herein.
18
B.
This Court has jurisdiction of the subject matter of this Litigation and over all of the
19 Settling Parties and all Members of the Class.
20
C.
The form, content, and method of dissemination of notice given to the Class was
21 adequate and reasonable and constituted the best notice practicable under the circumstances, including
22 individual notice to all Class Members who could be identified through reasonable effort.
23
D.
Notice, as given, complied with the requirements of California law, satisfied the
24 requirements of due process and constituted due and sufficient notice of the matters set forth herein.
25
E.
The Settlement set forth in the Stipulation is fair, reasonable, and adequate.
26
27
1
28
All defined terms shall have the same meaning as set forth in the Stipulation.
-1[PROPOSED] JUDGMENT AND ORDER GRANTING FINAL APPROVAL OF CLASS ACTION SETTLEMENT
1192732_3
1
(i)
The Settlement was negotiated at arm’s length by Class Representatives on
2 behalf of the Class and by Defendants, all of whom were represented by highly experienced and skilled
3 counsel. The case settled only after: (a) a mediation conducted by an experienced mediator who was
4 thoroughly familiar with this Litigation; (b) the exchange of detailed mediation statements prior to the
5 mediation which highlighted the factual and legal issues in dispute; (c) Plaintiffs’ Counsel’s extensive
6 investigation, which included, among other things, a review of King’s press releases, U.S. Securities
7 and Exchange Commission filings, analyst reports, media reports and other publicly disclosed reports
8 and information about the Defendants; (d) the drafting and submission of a detailed Second Amended
9 Consolidated Class Action Complaint (“Complaint”), to which demurrers were overruled in part and
10 sustained in part; (e) the review and analysis of non-public documents produced by Defendants and
11 third parties; (f) Class Representatives’ responses to interrogatories and requests for production of
12 documents; and (g) certification of the Class after class discovery. Accordingly, both the Class
13 Representatives and Defendants were well-positioned to evaluate the settlement value of this Litigation.
14 The Stipulation has been entered into in good faith and is not collusive.
15
(ii)
If the Settlement had not been achieved, both Class Representatives and
16 Defendants faced the expense, risk, and uncertainty of extended litigation. The Court takes no position
17 on the merits of either Class Representatives’ or Defendants’ arguments, but notes these arguments as
18 evidence in support of the reasonableness of the Settlement.
19
F.
Class Representatives and Class Counsel have fairly and adequately represented the
20 interest of the Class Members in connection with the Settlement.
21
G.
Plaintiffs, all Class Members, and Defendants are hereby bound by the terms of the
22 Settlement set forth in the Stipulation.
23
IT IS HEREBY ORDERED THAT:
24
1.
The Settlement on the terms set forth in the Stipulation is finally approved as fair,
25 reasonable and adequate. The Settlement shall be consummated in accordance with the terms and
26 provisions of the Stipulation. The Settling Parties are to bear their own costs, except as otherwise
27 provided in the Stipulation.
28
2.
All Released Parties are released in accordance with the Stipulation.
-2-
[PROPOSED] JUDGMENT AND ORDER GRANTING FINAL APPROVAL OF CLASS ACTION SETTLEMENT
1192732_3
1
3.
Upon the Effective Date, Class Representatives and each Class Member shall be deemed
2 to have, and by operation of this Judgment shall have, finally and forever released all Released Claims
3 against the Released Parties, whether or not such Class Member executes and delivers a Proof of Claim,
4 whether or not such Class Member shares in the Settlement Fund, and whether or not such Class
5 Member objects to the Settlement.
6
4.
Upon the Effective Date, each of the Released Parties shall be deemed to have, and by
7 operation of this Judgment shall have, finally and forever released Plaintiffs, Plaintiffs’ Counsel and
8 each and all of the Class Members from all claims arising from the institution, prosecution or settlement
9 of the Litigation, except for claims to enforce the Stipulation.
10
5.
All Class Members who have not made their objections to the Settlement in the manner
11 provided in the Notice are deemed to have waived any objections by appeal, collateral attack, or
12 otherwise.
13
6.
All Class Members who have failed to properly submit requests for exclusion (requests
14 to opt out) from the Class are bound by the terms and conditions of the Stipulation and this Final
15 Judgment.
16
7.
The requests for exclusion, if any, by the persons or entities identified in Exhibit A to
17 this Judgment are accepted by the Court.
18
8.
All other provisions of the Stipulation are incorporated into this Judgment as if fully
19 rewritten herein.
20
9.
Neither the Stipulation nor the Settlement, nor any act performed or document executed
21 pursuant to or in furtherance of the Stipulation or the Settlement: (a) is or may be deemed to be, or may
22 be used as, a presumption, concession, or admission of, or evidence of, the validity of any Released
23 Claim or of any wrongdoing or liability of the Released Parties; or (b) is or may be deemed to be, or
24 may be used, as a presumption, concession, or admission of, or evidence of, any fault or omission of
25 any of the Released Parties in any civil, criminal or administrative proceeding in any court,
26 administrative agency or other tribunal; or (c) is or may be deemed to be an admission or evidence that
27 any claims asserted by Plaintiffs were not valid in any civil, criminal or administrative proceeding. Any
28 of the Released Parties may file the Stipulation and/or this Judgment in any action that may be brought
-3[PROPOSED] JUDGMENT AND ORDER GRANTING FINAL APPROVAL OF CLASS ACTION SETTLEMENT
1192732_3
1 against them in order to support a defense or counterclaim based on principles of res judicata, collateral
2 estoppel, release, good faith settlement, judgment bar or reduction, or any other theory of claim
3 preclusion or issue preclusion or similar defense or counterclaim.
4
10.
In the event that the Stipulation is terminated in accordance with its terms: (i) this
5 Judgment shall be rendered null and void and shall be vacated nunc pro tunc; and (ii) this Litigation
6 shall proceed as provided in the Stipulation.
7
11.
Without affecting the finality of this Judgment in any way, this Court retains continuing
8 jurisdiction over: (a) implementation of this Settlement and any award or distribution of the Settlement
9 Fund, including interest earned thereon; (b) disposition of the Settlement Fund; (c) hearing and
10 determining applications for attorneys’ fees, interest and expenses in the Litigation; and (d) all parties
11 hereto for the purpose of construing, enforcing, and administrating the Stipulation.
12
12.
The Court finds that during the course of the Litigation, the Settling Parties and their
13 respective counsel at all times acted professionally and in compliance with California Code of Civil
14 Procedure §128.7, and all similar statutes or court rules with respect to any claims or defenses in the
15 Litigation.
16
13.
After this Judgment is executed, it will be posted on the case-specific website at
17 www.kingdigitalshareholdersettlement.com.
18
IT IS SO ORDERED.
19
DATED: ___________________
20
21
____________________________________
HONORABLE CURTIS E.A. KARNOW
JUDGE OF THE SUPERIOR COURT
22
23
24
25
26
27
28
-4[PROPOSED] JUDGMENT AND ORDER GRANTING FINAL APPROVAL OF CLASS ACTION SETTLEMENT
1192732_3
DECLARATION OF SERVICE BY MAIL & EMAIL
1
2
I, the undersigned, declare:
3
1.
That declarant is and was, at all times herein mentioned, a citizen of the United States
4 and a resident of the County of San Diego, over the age of 18 years, and not a party to or interested
5 party in the within action; that declarant's business address is 655 West Broadway, Suite 1900, San
6 Diego, California 92101.
7
2.
That on November?, 2016, declarant served the STIPULATION OF SETTLEMENT by
8 depositing a true copy thereof in a United States mailbox at San Diego, California in a sealed envelope
9 with postage thereon fully prepaid and addressed to the parties listed on the attached Service List.
10
11
12
3.
That there is a regular communication by mail between the place of mailing and the
places so addressed.
4.
Also, on November 7, 2016, declarant served the STIPULATION OF SETTLEMENT
13 via electronic mail on all parties listed on the attached Service List.
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
I declare under penalty of perjury that the foregoing 'is true and correct. Executed on November
8, 2016, at San Diego, California.
KING DIGITAL
Service List - 11/7/2016
Page 1 of 2
(15-0032)
Counsel for Defendant(s)
Kevin P. Muck
Dean S. Kristy
Fenwick & West LLP
555 California Street, Suite 1200
San Francisco, CA 94104
415/875-2300
415/281-1350 (Fax)
Laura Kabler Oswell
Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo Alto, CA 94303-3308
650/461-5600
650/461-5700 (Fax)
Counsel for Plaintiff(s)
Ian D. Berg
Takeo A. Kellar
Abraham, Fruchter & Twersky, LLP
11622 El Camino Real, Suite 100
San Diego, CA 92130
858/764-2580
858/764-2582 (Fax)
Francis A. Bottini Jr.
Albert Y. Chang
Bottini & Bottini, Inc.
7817 Ivanhoe Avenue, Suite 102
La Jolla, CA 92037
858/914-2001
858/914-2002 (Fax)
Lionel Z. Glancy
Robert V. Prongay
Glancy Prongay & Murray LLP
1925 Century Park East, Suite 2100
Los Angeles, CA 90067
310/201-9150
310/201-9160 (Fax)
Samuel H. Rudman
Mary K. Blasy
Robbins Geller Rudman & Dowd LLP
58 South Service Road, Suite 200
Melville, NY 11747
631/367-7100
631/367-1173 (Fax)
James J. Jaconette
Robbins Geller Rudman & Dowd LLP
655 West Broadway, Suite 1900
San Diego, CA 92101
619/231-1058
619/231-7423 (Fax)
Shawn A. Williams
Robbins Geller Rudman & Dowd LLP
Post Montgomery Center
One Montgomery Street, Suite 1800
San Francisco, CA 94104
415/288-4545
415/288-4534 (Fax)
KING DIGITAL
Service List - 11/7/2016
Page 2 of 2
(15-0032)
John T. Jasnoch
Scott + Scott LLP
707 Broadway, 10th Floor
San Diego, CA 92101
619/233-4565
619/233-0508 (Fax)
Thomas C. Michaud
VanOverbeke Michaud & Timmony, P.C.
79 Alfred Street
Detroit, MI 48201
313/578-1200
313/578-1201 (Fax)
Thomas L. Laughlin IV
Joseph V. Halloran
Scott + Scott LLP
The Chrysler Building
405 Lexington Avenue, 40th Floor
New York, NY 10174
212/223-6444
212/223-6334 (Fax)