NEW YORK, June 10, 2024 /PRNewswire/ — 

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF
STOCKHOLDER CLASS ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR

PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”), that the above-captioned stockholder class action (the “Action”) has been preliminarily certified as a class action on behalf of the Settlement Class defined above. 

YOU ARE ALSO NOTIFIED that (i) Plaintiff Jesse Newbold (“Plaintiff”), on behalf of himself and the other members of the Settlement Class; and (ii) Defendants Craig McCaw, Cathleen A. Massey, Wayne Perry, R. Gerard Salemme, Dennis Weibling, and Randy Russell (collectively, the “Individual Defendants”); Pendrell Corporation (“Pendrell”); and X-icity Holdings Corporation f/k/a Pendrell Holicity Holdings Corporation (“X-icity,” and together with the Individual Defendants and Pendrell, “Defendants”) have reached a proposed settlement of the Action for $16,500,000 in cash (the “Settlement”). The terms of the Settlement are stated in the Stipulation. If approved by the Court, the Settlement will resolve all claims in the Action.

A hearing (the “Settlement Hearing”) will be held on July 30, 2024, at 1:30 p.m., before The Honorable Lori W. Will, Vice Chancellor, at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, DE 19801, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Settlement Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiff and Plaintiff’s Lead Counsel—Bernstein Litowitz Berger & Grossmann LLP—have adequately represented the Settlement Class, and whether they should be finally appointed as Class Representative and Class Counsel, respectively, for the Settlement Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to, and in the best interests of, Plaintiff and the other members of the Settlement Class; (iv) determine whether the proposed Final Order and Judgment approving the Settlement, dismissing the Action with prejudice, and granting the Releases provided under the Stipulation should be entered; (v) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) determine whether and in what amount any award of attorneys’ fees and payment of Litigation Expenses to Plaintiff’s Counsel (the “Fee and Expense Award”) should be paid out of the Settlement Fund, including any incentive award to Plaintiff (the “Incentive Award”) to be paid solely from any Fee and Expense Award; (vii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiff’s Counsel’s application for a Fee and Expense Award, including Plaintiff’s application for an Incentive Award to be paid solely from any Fee and Expense Award (the “Fee and Expense Application”); and (viii) consider any other matters that may properly be brought before the Court in connection with the Settlement. Any updates regarding the Settlement Hearing, including any changes to the date, time, or format of the hearing or updates regarding remote or in-person appearances at the hearing, will be posted to the Settlement website, www.HolicityStockholdersLitigation.com.

If you are a member of the Settlement Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator by mail at Holicity Stockholders Litigation, c/o A.B. Data, Ltd., P.O. Box 173127, Milwaukee, WI 53217; by telephone at 877-411-4620; or by email at [email protected]. A copy of the Notice can also be downloaded from the Settlement website, www.HolicityStockholdersLitigation.com.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of shares of Holicity Class A common stock (excluding, for the avoidance of doubt, shares of Holicity Class B common stock that converted into Holicity Class A common stock solely in connection with the Merger) held as of the Effective Time of the Merger on June 30, 2021, excluding those shares held by Excluded Stockholders and Redeeming Stockholders (“Eligible Shares”) and (ii) the “Per-Share Recovery” for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares held by all Eligible Class Members. As explained in further detail in the Notice, Eligible Class Members do not have to submit a claim form to receive a payment from the Net Settlement Fund.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Plaintiff’s Counsel’s Fee and Expense Application, including Plaintiff’s application for an Incentive Award, must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff’s Lead Counsel and Defendants’ Counsel such that they are received no later than July 15, 2024, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice. All questions about this Summary Notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiff’s Lead Counsel.

Requests for the Notice should be made to the Settlement Administrator:

Holicity Stockholders Litigation
c/o A.B. Data, Ltd.
P.O. Box 173127
Milwaukee, WI 53217

877-411-4620
[email protected]
www.HolicityStockholdersLitigation.com 

Inquiries, other than requests for the Notice, should be made to Plaintiff’s Lead Counsel:

Jeroen van Kwawegen
Bernstein Litowitz Berger & Grossmann LLP
1251 Avenue of the Americas, 44th Floor
New York, NY 10020

800‑380‑8496
[email protected] 

BY ORDER OF THE COURT
OF CHANCERY OF THE
STATE OF DELAWARE

SOURCE Bernstein Litowitz Berger & Grossmann LLP