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[STK] OTC-PINK:ITXN
[IN]
[SU] LAW TNM AVO
TO LEGAL AFFAIRS, AND NATIONAL EDITORS:
If You Owned Stock In Safety Components International, Incorporated
(Listed As: "SAFY") On October 20, 2006, You Could Be Entitled To
Compensation.
NEW YORK, April 8, 2014 /PRNewswire-USNewswire/ -- The following is
being released by the law firm of Nexsen Pruet, LLC for the In re
International Textile Group, Inc. Merger Litigation settlement.
LEGAL NOTICE OF CLASS AND DERIVATIVE ACTION SETTLEMENT IN IN RE
INTERNATIONAL TEXTILE GROUP, INC. MERGER LITIGATION
WHAT'S THIS ABOUT?
This "Notice of Settlement" relates to the proposed settlement (the
"Settlement") in the lawsuit (the "Action") called In re International
Textile Group, Inc. Merger Litigation, C.A. No. 2009-CP-23-3346. The
Action is pending in the Court of Common Pleas in Greenville, South
Carolina (the "Court"). The Action involves the merger ("Merger") on
October 20, 2006, of two companies, Safety Components International,
Inc. ("SCI"; ticker: "SAFY") and the former International Textile
Group, Inc. ("FITG"), that Plaintiffs allege were controlled by Wilbur
L. Ross, Jr., the investment company, W.L. Ross & Co., LLC, and
certain of their affiliates. After the Merger, SCI was renamed the new
International Textile Group, Inc. (or "NITG"; ticker: "ITXN"). This is
a legal publication notice summarizing the terms of the Settlement.
For a more comprehensive description of the Settlement, please refer
to the Notice of Settlement approved by the Court (the "Notice") at
www.ITGMergerLitigation.com. Capitalized terms used but not defined
in this publication notice have the meanings assigned to such terms in
the Notice.
Plaintiffs allege that the Merger was not "entirely fair" to the SCI
minority shareholders, that Mr. Ross and his affiliates breached their
fiduciary duties to, and/or aided and abetted others in breaching
their fiduciary duties to, SCI's minority shareholders and to NITG.
Plaintiffs also allege gross negligence and aiding and abetting breach
of fiduciary duty against RSM EquiCo Capital Markets LLC ("RSM").
Defendants denied all material allegations against them, and have
asserted various affirmative defenses in the Action.
The portion of the Action involving these claims on behalf of the SCI
minority shareholders as of the date of the Merger is the "Class
Action." The portion of the Action involving these claims on behalf of
NITG is the "Derivative Action."
The Court preliminarily approved the Settlement by Order dated
February 19, 2014. The Court will hold a hearing (a "Settlement
Hearing") on June 23, 2014, at 9:30 A.M. at the Greenville County
Courthouse to determine (1) whether the Settlement is fair,
reasonable, and adequate for the Class and for NITG and should be
granted final approval, (2) whether the Court should enter the
proposed judgment dismissing the Action with prejudice, (3) whether
the Court should grant Class/Derivative Counsel's application for
attorneys' fees and expenses for the Class and Derivative Actions or
award some other amount, and (4) whether the Court should grant
incentive awards to the Class Representatives and, if so, in what
amounts.
If the Court approves the proposed Settlement, it will enter a
judgment dismissing the Action, including both the Class and
Derivative Actions, with prejudice, and all claims related to the
Actions will be released.
The Settlement has two parts:
First, the "Class Action Settlement" relates to the settlement of the
Class Action on behalf of the minority shareholders of SCI as of
October 20, 2006. The proposed Class Action Settlement provides the
Class with $10 million. Should the Court approve the Class Action
Settlement, Class Counsel intend to request an attorneys' fee award
totaling $3.5 million and reimbursement of expenses totaling
$306,375.29 for a total of $3,806,375.29. Should the Court approve
Class Counsel's request for fees and expenses, those funds would leave
a balance of $6,193,624.71 for the Class. Certain fees of the Claims
Administrator will also be deducted from the Class Action Settlement.
The remaining balance, which Class Counsel estimates will be
approximately $6 million, will be distributed to Class Members in
accordance with the procedures discussed in the Notice.
In addition, Class Counsel will also ask the Court to award $90,000 in
incentive payments to the four Class Representative groups to
compensate them for their time, effort, and services on behalf of the
Class. These payments are in addition to benefits they will receive
under the Class Action Settlement. The incentive payments will be paid
out of the attorneys' fees awarded for the Class Action.
Second, the "Derivative Action Settlement" relates to the settlement
of the Derivative Action on behalf of NITG. The proposed Derivative
Action Settlement provides $26 million cash and additional non-cash
consideration to NITG. The non-cash consideration consists of the
cancellation of certain debt and preferred stock, which the parties
other than RSM agree has a value to NITG of $45 million.
Should the Court approve the Derivative Action Settlement, Derivative
Counsel intend to request an attorneys' fee award totaling $24.85
million and reimbursement of expenses totaling $2,246,752.13 for a
total of $27,096,752.13. Should the Court approve this request, they
would be paid from the $26 million in cash included in the Derivative
Action Settlement Fund. To the extent the Court awards more than $26
million in fees and expenses to Derivative Counsel, Derivative Counsel
intend to request the Court to order NITG to pay such amounts.
The two parts of these settlements are interdependent. There will be
no Settlement unless both parts are approved. The details of the Class
and Derivative Action Settlements, including the consideration
provided and the scope of the releases to be granted, can be found at
www.ITGMergerLitigation.com.
W HO'S INCLUDED IN THE CLASS?
The Class is defined as: "all persons who were minority stockholders
of SCI as of the Merger of FITG into SCI on October 20, 2006,
excluding Defendants and persons or entities affiliated with
Defendants, and excluding all persons who would otherwise be members
but whose damages do not exceed one hundred dollars-i.e., all minority
stock holders of [pre-merger] SCI (non-WLR affiliated stockholders)
with damages in excess of $100."
WHAT ARE YOUR OPTIONS AS A CLASS MEMBER?
Class Members have the following options: (i) do nothing; (ii) submit
a Proof of Claim to be eligible to receive a share of the Class Action
Settlement Fund; (iii) object or comment on the Class Action
Settlement, and/or; (iv) hire their own counsel at their own expense.
If you believe that you may be a Class Member and want to submit a
Proof of Claim in the Class Action lawsuit, you must submit to the
Claims Administrator by June 16, 2014 a Proof of Claim. There are
several requirements for completing and filing a valid Proof of Claim,
which can be found at www.ITGMergerLitigation.com. No Proof of Claim
will be honored if submitted after the Claims Deadline unless special
permission is granted.
If you are a Class Member, you will be bound by any judgment or other
disposition of this Action, even if you do not submit a Proof of Claim
and even if your Proof of Claim is denied, in whole or in part, for
any reason.
The Claims Administrator will review your Proof of Claim and
supporting documentation for timeliness and completeness and determine
whether and to what extent you qualify for distribution from the Net
Class Action Settlement Fund.
If you are a Class Member, you also have the right to file an
objection to, or a comment in support of, the proposed Class Action
Settlement, Class Counsel's request for attorneys' fees and expenses
regarding the Class Action, or the proposed payment of incentive
awards to the Class Representatives. If you are a current shareholder
of NITG, you also have the right to file an objection to, or comment
in support of, the Derivative Action Settlement and Derivative
Counsel's request for attorneys' fees and expenses regarding the
Derivative Action. You must file your objection or statement with the
Court by June 12, 2014. If you wish to be heard at the Settlement
Hearing regarding an objection or comment, you must submit your
objection or comment in writing.
If the Court approves the Settlement, you will be bound by the terms
of the Settlement.
You also have the right, either personally or through an attorney
retained by you, at your own expense, to seek to intervene in the
Class Action.
WHAT ARE YOUR OPTIONS AS A CURRENT SHAREHOLDER OF NITG?
Current shareholders of NITG have the following options regarding the
proposed Derivative Action Settlement: (i) do nothing; (ii) object or
comment on the Derivative Action Settlement, and/or; (iii) hire your
own counsel at their own expense.
If you are a current shareholder of NITG, you have the right to file
an objection to, or a comment in support of the proposed Derivative
Action Settlement, or the proposed award of attorneys' fees and
expenses regarding the Derivative Action. You must file your objection
or statement with the Court by June 12, 2014. If you wish to be heard
at the Settlement Hearing regarding an objection or comment, you must
submit your objection or comment in writing and include in your
comments a statement that you wish to be heard at the Settlement
Hearing.
If you have any questions, or would like more information, please
contact the Claims Administrator, Rust Consulting, Inc., P.O. Box
3065, Faribault, MN 55021-2665. The telephone number and website are
(866) 403-5449 and www.ITGMergerLitigation.com.
SOURCE Nexsen Pruet, LLC
-0- 04/08/2014
/CONTACT: Russell T. Burke, 803-771-8900
/Web Site: http://www.ITGMergerLitigation.com
(OTC-PINK:ITXN) /
CO: Nexsen Pruet, LLC
ST: New York South Carolina
SU: LAW TNM AVO
PRN
-- DC98496 --
0000 04/08/2014 14:00:00 EDT http://www.prnewswire.com
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