On August 7, 2020, the Superior Court of Québec (the “Court”) authorized the bringing of a class action on behalf of all persons and entities who purchased Amaya securities between February 1, 2016 and November 21, 2016 inclusively (the “Class Period”), and held all or some of those securities until after the Corrective disclosure on November 22, 2016 (the “Class Action”).
Excluded from the Class are the Defendant and members of the Defendant’s immediate family.
The Plaintiff in the Class Action alleged that the Defendant would have made statements in public documents containing misrepresentations relating to a potential going-private transaction involving Amaya. In particular, the Plaintiff alleged that the Defendant’s Early Warning Reports dated February 1, 2016 and November 14, 2016, would have contained misrepresentations (the “Impugned Documents”).
The Defendant has denied and continue to deny all of the claims and allegations of wrongdoing made by the Plaintiff in the Class Action.
The parties have reached a proposed settlement of the Class Action, without any admission of liability on the part of the Defendant and to avoid the further expense, inconvenience and distraction of burdensome litigation, subject to approval by the Court. The terms of the proposed settlement are set out below.
The Defendant has agreed to pay CAD $1.8 million (the “Settlement Amount”) to fully, definitively and permanently resolve, settle, release and discharge all claims asserted or which could have been asserted against him in the Class Action. The Settlement Amount, less the lawyers’ fees of Class Counsel and disbursements, administration expenses, and taxes (the “Net Settlement Amount”), if approved by the Court, will be distributed to the Class in accordance with a court-approved Plan of Allocation. The proposed Settlement Agreement and Plan of Allocation may be viewed at www.faguyco.com/class-actions/baazov or www.bergermontague.ca/cases/david-baazov/.
The proposed Plan of Allocation provides for an asymmetrical allocation of the settlement proceeds to Class members. The allocation is consistent with Class Counsel’s view regarding the relative legal merits of the two Impugned Documents, based on an assessment of the available evidence. The Class comprised of the securities purchased between February 1, 2016 until November 13, 2016 (“Class I”), is substantially weaker than the class comprised of the securities purchased on and after November 14, 2016 (“Class II”). As a result, the Net Settlement Amount will be allocated, subject to Court approval, 15% to Class I and 85% to Class II.
If the Settlement is approved, a further notice will be published which will include instructions on how Class Members can file Claim Forms to participate in the distribution of the Net Settlement Amount and the deadline for doing so.
The Settlement provides that if it is approved by the Court, the claims of all Class Members which were asserted or which could have been asserted in the Class Action, will be fully and finally released and discharged.
The Court will be asked to approve the proposed Settlement Agreement and the lawyers’ fees of Class Counsel, disbursements, expenses and taxes at a hearing to be held on October 30, 2023 at 9:30 a.m. at the Montréal Courthouse located at 1 Notre-Dame Street East courtroom 16.12. If the Approval Hearing is held remotely, the meeting link will be posted at www.faguyco.com/class-actions/baazov and www.bergermontague.ca/cases/david-baazov/.
Class Members who do not oppose the proposed Settlement are not required to appear at the hearing or take any other action at this time to indicate their desire to participate in the proposed Settlement. Class Members who oppose the proposed Settlement may have their opposition heard by filing an Objection (see “Objections” below). Class Members who consider it desirable or necessary to seek the advice and guidance of their own lawyers may do so at their own expense.
Class Members may attend the Approval Hearing whether or not they deliver an Objection. The Court may permit Class Members to participate in the Approval Hearing whether or not they delivered an Objection. Class Members who wish for a lawyer to speak on their behalf at the Approval Hearing may retain one to do so at their own expense.
At the Approval Hearing, the Court will consider any Objections to the proposed Settlement by the Class Members if the Objections are submitted in writing, by prepaid mail or email no later than October 13, 2023 to Paiements Velvet Payments Inc., 5900 Andover Ave, Suite 1, Montréal, Québec H4T 1H5, Email: aya@velvetpayments.com, Attention: Baazov Class Action.
A written Objection can be submitted in English or French and must include the following information:
- the objector’s full name, current mailing address, telephone number and email address (as may be available);
- the number of shares purchased during, and held at the close of the Class Period;
- a copy of (i) all confirmation slips in respect of trading by the objector in Amaya securities during the Class Period or (ii) all monthly statements of account containing information in respect of trading by the objector in Amaya securities during the Class Period;
- a brief statement of the nature of and reasons for the objection; and
- whether the objector intends to appear at the hearing in person or by counsel, and, if by counsel, the name, address, telephone number and email address of counsel.
OBJECTIONS MUST BE RECEIVED ON OR BEFORE October 13, 2023 AT 5:00PM E.S.T.
The lawyers for the Class Members will ask the Court to approve legal fees in the amount of thirty (30) percent of CAD $1.8 million, plus disbursements, plus taxes. This fee request is consistent with the retainer agreement entered into between Class Counsel and the representative Plaintiff at the beginning of the litigation. As is customary in such cases, Class Counsel conducted the Class Action on a contingent-fee basis. Class Counsel has not been paid as the matter has proceeded, has paid all of the expenses of conducting the litigation, and has borne all of the risk of adverse cost awards.
The approval of the Settlement is not contingent on the approval of the Class Counsel Fees requested. The Settlement may still be approved even if the requested Class Counsel Fees are not approved.
Please deliver this notice by email to your clients who purchased Amaya securities during the Class Period and for whom you have valid email addresses. If you have clients who purchased Amaya securities during the Class Period for whom you do not have valid email addresses, please contact the Administrator to obtain hard copies of this notice for the purpose of mailing the notice to those clients. Brokerage firms may collectively request up to an aggregate of $15,000 for the expenses relating to the distribution of this notice to the Class Members. If the amounts submitted in aggregate exceed $15,000, each brokerage firm’s claim shall be reduced on a pro rata basis.
