Welcome to the Fortegra Financial Corporation Shareholder Litigation Website
This website has been established to provide general information related to the Fortegra Financial Corporation Shareholder Litigation. This Litigation is pending in the Circuit Court for the Fourth Judicial Circuit, in and for Duval County Florida before the Honorable Virginia B. Norton. The capitalized terms used on this website and not defined herein shall have the same meanings ascribed to them in the Stipulation of Settlement and Release dated January 26, 2015.
History and Background of the Action
On August 11, 2014, Fortegra and Tiptree entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Tiptree would acquire Fortegra for $10.00 per share of Fortegra common stock (the “Merger”). In connection with the execution of the Merger Agreement, the Principal Stockholders, which held approximately 62% of the Company’s outstanding stock, executed a Written Consent of Stockholders in Lieu of Meeting, thereby approving the Merger and eliminating the need for a shareholder vote on it. Fortegra and Tiptree jointly announced the Merger the following day.
On August 18, 2014, Shiva Y. Stein, individually and on behalf of all others similarly situated, filed a class action in the Fourth Judicial Circuit, in and for Duval County, Florida captioned Stein v. John Carroll, et. al., Case No. 16-2014-CA-005825-XXXX-MA (the “Stein Action”), asserting claims in connection with the Merger. Thereafter, an amended complaint was filed in the Stein Action. The amended complaint challenges, among other things, the Merger, the Merger Agreement, and the disclosures made by Fortegra concerning the Merger, and alleges that the Fortegra Board breached its fiduciary duties in connection therewith.
On September 9, 2014 Fortegra filed a Schedule 14C Preliminary Information Statement with the Securities and Exchange Commission (“SEC”).
On September 15, 2014, Carol Hickey, individually and on behalf of all others similarly situated, also filed a class action in the Fourth Judicial Circuit, in and for Duval County, Florida (the “Court”) captioned Hickey v. Fortegra Financial Corporation, et. al., Case No. 16-2014-CA-006485-XXXX-MA (the “Hickey Action”), asserting claims in connection with the Merger.
On September 30, 2014, Fortegra filed a Schedule 14C Definitive Information Statement (“Information Statement”) with the SEC and mailed the Information Statement to Fortegra shareholders of record as of August 11, 2014. The Information Statement, among other things, explained the Merger and Merger Agreement, included a detailed description of the background of the Merger, and advised shareholders of their right to seek appraisal and how to perfect such rights.
Plaintiffs in the Action sent demand letters to Defendants on August 29, 2014 and September 19, 2014.
Between September 24, 2014 and October 12, 2014, the Settling Parties engaged in expedited discovery including (i) the production (“Defendants’ Document Production”), review and analysis of approximately 25,000 pages of documents from Fortegra and Willis Capital Markets and Advisory (“Willis”), the Fortegra Board’s financial advisor, and (ii) depositions of J.J. Kardwell, the Chairman of a Special Committee of Fortegra’s Board, Richard Kahlbaugh, Fortegra’s Chief Executive Officer and Chairman, and Tony Ursano, the Chief Executive Officer of Willis.
Following, inter alia, a review of documents produced pursuant to Defendants’ Document Production, on or about October 7, 2014 counsel for Plaintiffs’ Counsel sent a letter to counsel for Defendants listing, among other things, the additional disclosures that Plaintiffs would want Defendants to promptly make in consideration for any settlement of the Action;
After extensive negotiations, the Parties reached an agreement in principle, memorialized in a Memorandum of Understanding dated October 13, 2014 (the “MOU”), providing for the settlement of the Action between and among Plaintiffs, on behalf of themselves and the Settlement Class and Defendants, on the terms and subject to the conditions set forth below. As a result, Fortegra agreed to, and did, make certain additional disclosures regarding the Merger Agreement (the “Supplemental Disclosures”) through a current report on Form 8-K filed with the SEC on or about October 14, 2014.
On October 20, 2014, the Parties filed a Stipulation and Proposed Order on Transfer and Consolidation which, among other things, sought to consolidate the Stein and Hickey Actions before Judge Virginia B. Norton, the judge to whom the first-filed Stein Action was assigned. Thereafter, the Court consolidated the Stein and Hickey Actions and directed that the consolidated Action be captioned In re Fortegra Financial Corporation, Case No. 16-2014-CA-005825-XXX-MA.
On January 26, 2015, the parties filed the Stipulation of Settlement and Release.
The Settlement Class
The Settlement Class is a class consisting of all persons or entities who were record or beneficial owners of common stock of Fortegra Financial Corporation (together with its predecessors, successors, parents, subsidiaries, divisions and affiliates) on August 12, 2014 and held such shares through and including December 4, 2014, the closing date 10 of the Merger, excluding Defendants and any person, firm , trust, corporation or other entity related to or affiliated with any of the Defendants.
The Proposed Settlement
In consideration for the Settlement and dismissal with prejudice of the Actions and the releases provided in the Notice, the Company and Tiptree agreed to make and made the Supplemental Disclosures regarding the Merger in a Form 8-K filed with the SEC on or about October 14, 2014, Exhibit “A.” Those Supplemental Disclosures addressed many of the changes sought in the Action and the demand letters from Plaintiffs.
Without admitting any wrongdoing, and specifically denying such, Defendants have acknowledged in the Stipulation that the filing and prosecution of the Actions and discussions with Plaintiffs’ counsel were the sole causes of the Supplemental Disclosures reflected in the Form 8-K. Defendants have also agreed that all costs and expenses incurred in providing this Notice to the Settlement Class Members are being paid by Fortegra or its successor-in-interest (or its insurer).
The full terms of the Settlement are set forth in the Stipulation of Settlement and Release.
If you are a Settlement Class Member, you (1) will be bound by any judgment entered in this Action whether or not you actually receive the Notice; and (2) may not opt out of the Settlement Class.
The Settlement Hearing will be held on April 20, 2015 at 4:30 p.m., before Honorable Virginia B. Norton in the Circuit Court for the 4th Judicial Circuit, in and for Duval County, Florida, Duval County Courthouse, 501 W. Adams St., Jacksonville, FL 32202.
Documents
Although the information in this website is intended to assist you, it does not replace the information contained in the Notice of Pendency and Proposed Settlement of Class Action and Hearing on Proposed Settlement and the Stipulation of Settlement and Release which can be found and downloaded from this website. We recommend that you read the Notice and other relevant case documents carefully.