Teavana Holdings Inc.
Teavana Holdings Inc. Securities Settlement
The lawsuit was settled for additional disclosures in the proxy statement mailed to shareholders of Teavana Holdings Inc in connection with the merger. The following is a summary of the proceedings in the lawsuit: ‘On November 14, 2012, Teavana announced that it had entered into an Agreement and Plan of Merger with Starbucks, which provided for the acquisition of Teavana by Starbucks for $15.50 in cash per each share of Teavana common stock outstanding. On November 14, 2012, Defendant Andrew T. Mack, SKM Equity Fund III, L.P., SKM Investment Fund, and Jurgen W. Link, the holders of 28,749,196 shares of Teavana common stock, which constitute approximately 74% of the voting power of the outstanding shares of the Company common stock, executed a written consent adopting and approving the Merger Agreement and the Acquisition. No further approval of the stockholders of Teavana was required to adopt and approve the Merger Agreement or the Acquisition. On November 19, 2012, Teavana filed a Preliminary Information Statement on Schedule 14C with respect to the Acquisition with the United States Securities and Exchange Commission. On and after November 19, 2012, the following putative class action complaints were filed challenging the Acquisition: (i) Rosenblum v. Teavana Holdings, Inc., et al., Case No. 2012CV224005 in the Superior Court of Fulton County, Georgia, seeking injunctive and other relief against Teavana, the Individual Defendants, and Starbucks; (ii) Rubin v. Teavana Holdings, Inc., et al., Case No. 8069-VCN in the Court of Chancery of the State of Delaware, seeking injunctive and other relief against Teavana, SKM Partners LLC, the Individual Defendants, and Starbucks; (iii) Dmitriy Bekkerman, et al. v. Teavana Holdings, Inc., et al., Case No. 12A-10148-2 in the Superior Court of Gwinnett County, Georgia; and (iv) Hesha Abrams v. Teavana Holdings, Inc., et al., Civil Action No. 12A-10348-2 in the Superior Court of Gwinnett County, Georgia, seeking injunctive and other relief against Teavana, the Individual Defendants, SKM Partners LLC, and Starbucks. The complaints filed in the Actions and the Abrams Action challenge the Acquisition, including certain terms of the Merger Agreement and disclosures contained in the Preliminary Information Statement, and allege, among other things, that the Individual Defendants (and, in the Delaware Action, SKM Partners LLC) breached their fiduciary duties to the stockholders of Teavana, and that Starbucks and Teavana (and, in the Delaware Action and the Abrams Action, all Defendants) aided and abetted the alleged breaches. On November 29, 2012, plaintiff in the Delaware Action moved for a preliminary injunction enjoining the Acquisition and for expedited discovery. On December 4, 2012, plaintiff in the Delaware Action served Plaintiff First Request For The Production Of Documents To All Defendants. On December 4-5, 2012, Teavana and certain of the Individual Defendants produced documents to Plaintiffs, including but not limited to, all minutes of meetings of Teavana Board of Directors at which the Board discussed the Acquisition, all presentations to Teavana Board by its financial advisors, and drafts of the Merger Agreement exchanged between Teavana and Starbucks by or through their respective advisors. On December 4, 2012 the Company received a letter from the SEC commenting on the Preliminary Information Statement. On December 5, 2012, the Company filed a revised Preliminary Information Statement on Schedule 14C with the SEC, addressing certain of the SECâ€™s comments received December 4, 2012. On December 6, 2012, the Company filed a Definitive Information Statement on Schedule 14C with the SEC. On December 7, 2012, the Company mailed the Information Statement to the Teavana stockholders. On December 13, 2012, the plaintiff in the Abrams Action filed notice of the dismissal of the Abrams Action. After consideration of the documents produced by Teavana, as described above, and extensive arm-length negotiations, Plaintiffs and Defendants reached an agreement-in-principle concerning resolution of the Actions and executed a Memorandum of Understanding on December 14, 2012, proposing to settle the Actions, subject to certain additional discovery, approval by this Court, based on Teavana agreement to include certain Additional Disclosures in a Current Report on Form 8-K filed with the SEC. The parties agreed to coordinate all of their settlement efforts in this Court, with Plaintiffs collectively represented by the law firms of Robbins Geller Rudman & Dowd LLP; Holzer Holzer & Fistel LLC; Robbins Arroyo LLP; WeissLaw LLP; and OKelly Ernst & Bielli, LLC. Teavana filed the Form 8-K containing the Additional Disclosures with the SEC on December 14, 2012. On December 19, 2012, the Delaware Court of Chancery entered an order granting the request of the plaintiff in the Delaware Action to voluntarily dismiss the Delaware Action. On December 31, 2012, the Acquisition was effectuated, effective as of the same day.’