NTS Inc.
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NTS Inc. Securities Settlement
The lawsuit was settled for additional disclosures in the proxy statement mailed to shareholders. The following is a summary of the proceedings in the lawsuit: ‘On October 21, 2013, NTS and Tower Three announced that they had entered into a definitive merger agreement (the Merger Agreement) pursuant to which Tower Three would acquire all of the outstanding shares of NTS common stock for per-share consideration comprising $2.00 in cash (the Merger). Between October 23, 2013 and November 20, 2013, six putative stockholder class action complaints were filed in the Court, each asserting claims against NTS, the Individual Defendants and Tower Three. On November 22, 2013, NTS filed with the United States Securities and Exchange Commission (the SEC) a preliminary proxy on Schedule 14A (the Preliminary Proxy) with respect to the Merger. On December 20, 2013, Plaintiffs filed a Consolidated Amended Class Action Complaint (the Amended Complaint) in certain of the pending actions that alleged breach of fiduciary duty claims against the Individual Defendants, including that the Preliminary Proxy was materially misleading and incomplete insofar as it allegedly omitted certain information concerning the Merger, and aiding and abetting claims against Tower Three. On December 20, 2013, Plaintiffs filed a motion seeking expedited discovery and proceedings (the Expedition Motion). On December 24, 2013, NTS filed an amended Preliminary Proxy with the SEC. On January 3, 2014, Defendants filed oppositions to Plaintiffs Expedition Motion. On January 9, 2014, the Court held a hearing on Plaintiffs Expedition Motion, which the Court adjourned pending the filing by Plaintiffs of a motion seeking preliminary injunctive relief. On January 10, 2014, Plaintiffs filed a motion seeking to preliminarily enjoin the NTS stockholder vote on the Merger (the Preliminary Injunction Motion). On January 14, 2014, NTS filed a second amended Preliminary Proxy with the SEC. On January 16, 2014, the Court entered an order (i) consolidating the NTS stockholder actions into the Consolidated Action, (ii) naming Plaintiffs Counsel as lead counsel and liaison counsel in the Consolidated Action, and (iii) designating the Amended Complaint as the operative complaint in the Consolidated Action. On January 16, 2014, following a continuation of the hearing on the Expedition Motion, the Court entered an order directing NTS and the Individual Defendants to provide certain discovery to Plaintiffs in addition to discovery already agreed to by and between Plaintiffs and NTS and the Individual Defendants. Between January 21, 2014 and February 7, 2014, the Parties engaged in expedited document and deposition discovery. On January 23, 2014, NTS filed its definitive proxy statement on Schedule 14A (the Definitive Proxy) with the SEC. On February 3, 2014, Rina Brodt, one of the plaintiffs in the six actions consolidated into the Consolidated Action, filed a notice of dismissal of her action only (Case No. A-13-691813-C) without prejudice pursuant to NRS 41(a)(1). On February 5, 2014, the Court entered an order setting a briefing schedule in connection with Plaintiffs Preliminary Injunction Motion and a hearing on Plaintiffs Preliminary Injunction Motion for February 20, 2014. The Parties engaged in arm-length discussions regarding Plaintiffs claims in the Consolidated Action. After these discussions, the Parties agreed to the terms of a settlement (the Settlement) of the Consolidated Action. On February 18, 2014, the Parties entered into a Memorandum of Understanding (the MOU) setting forth the Parties agreement regarding the terms of the Settlement. On February 19, 2014, NTS filed a Form 8-K with the SEC making certain additional disclosures concerning the Merger as set forth in the MOU. On February 26, 2014, the NTS stockholders voted to approve the Merger. On April 11, 2014, Plaintiffs Counsel conducted a confirmatory discovery deposition of the Company financial advisor, Oberon Securities LLC.