Notice to Former Shareholders of Consolidated Communications Holdings, Inc.
On July 31, 2024, plaintiff Thomas C. Longman (“Plaintiff”) filed a
Verified Class Action Complaint (the “Complaint”) in the Court of Chancery of the State of Delaware against Consolidated
Communications Holdings, Inc., a Delaware corporation (the “Company”), and the members of the board of directors of the
Company (the “Board”), captioned Longman v. Consolidated Communications Holdings, Inc., et al., C.A. No. 2024-0811-NAC (the “Action”). In the Action, Plaintiff alleged, among other things, that the Agreement and Plan of Merger, dated as of October 15, 2023, by and among Condor Holdings LLC, a Delaware limited liability company, Condor Merger Sub Inc., a Delaware corporation, and the Company (the “Merger Agreement”) was not approved in accordance with 8 Del. C. § 251 under the reasoning of the Court of Chancery’s decision in Sjunde AP-Fonden v. Activision Blizzard, Inc. (“Activision”)
While the Company and the Board deny all of the allegations of wrongdoing in the Complaint and believe that the Board’s adoption of the Merger Agreement complied with Delaware law, on December 20, 2024, in order to eliminate any potential uncertainty and ambiguity created by the Complaint and the Activision decision, pursuant to Sections 204 (“Section 204”) and 147 of the Delaware General Corporation Law, the Board approved and adopted resolutions ratifying its approval of the Merger Agreement and the Company’s entry into the Merger Agreement (the “Mooting Resolutions”).
On December 27, 2024, the Company filed a Form 8-K with the United States Securities and Exchange Commission, providing statutory notice of the ratification pursuant to Section 204. The Form 8-K and accompanying notice are publicly available and are incorporated herein by reference.
As a result of the Mooting Resolutions, Plaintiff agreed that the Action is moot. On February 3, 2025, the Court entered a Stipulation and Order providing that the Action would be dismissed with prejudice only as to Plaintiff.
The Company has agreed to pay $160,000 in fees and expenses to Plaintiff’s counsel. The Court has not passed on the amount of fees and expenses to be paid to Plaintiff’s counsel.
Plaintiff’s counsel are Lynda Grant of the Grant Law Firm PLLC, (212) 292-4441 and Howard Longman of Longman Law, P.C., (973) 994 2315. The Company’s counsel are Kristin Murphy of Latham & Watkins LLP, (714) 540-1235, and Ryan Stottmann of Morris, Nichols, Arsht & Tunnell LLP, (302) 351-9430.