Welcome to the Advant-e Corporation Stockholder Settlement Website

PETER J. KREHER, on behalf of himself and all others similarly situated, Plaintiff, v. ADVANT-E CORPORATION, JASON WADZINSKI, and JASON BOONE, Defendants.

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

C.A. No. 2022-0584-SG

FEBRUARY 15, 2024 UPDATE: DISTRIBUTION Pursuant to the Court's order approving the Stipulation of Settlement and Plan of Allocation, the Net Settlement Fund was distributed on February 15, 2024 to Eligible Stockholders on a pro rata, per share basis. Settlement distribution payments were calculated in accordance with the Court-approved Plan of Allocation based on the number of shares of Advant-e common stock, on a pre-split basis, set forth in the records of the Depository Trust and Clearing Company (“DTC”) and Advant-e’s transfer agent that were provided to Plaintiff’s counsel by Advant-e’s counsel. The pro rata, per share, amount being distributed from the Net Settlement Fund is $1.40440695260615 per share of Advant-e common stock that was cashed out in the 2021 Reverse Stock Split. If you received a payment in this distribution, please promptly cash the check, as the check will become void after the date indicated on the check, and the funds will be subject to re-distribution.  If you have questions regarding your check or the distribution, please email [email protected].

This website has been established to provide general information regarding the proposed settlement (“Settlement”) of the above-captioned action (the "Action"), which was brought in the Court of Chancery of the State of Delaware (the “Court”). Capitalized terms used on this website and not otherwise defined shall have the same meanings ascribed to them in the Stipulation and Agreement of Settlement, dated July 6, 2023 (“Stipulation”).

Please be advised that your rights may be affected by the above-captioned non-opt-out class action (the “Action”) pending in the Court if you are a member of the Settlement Class, which includes the following:

The non-opt-out class of record holders and beneficial owners of Advant-e common stock who were paid cash for fractional shares of Advant-e common stock as a result of the 2021 Reverse Stock Split, excluding: (i) Defendants; (ii) current and former employees, executives, and directors of Advant-e (“Excluded D&Os”), except for one Advant-e employee who Defendants represent is a programmer and had no involvement in the reverse stock split (the “Included Employee”); and (iii) members of Defendants’ and the Excluded D&Os’ immediate families, legal representatives, heirs, successors or assigns and any entity in which Defendants or the Excluded D&Os have or had a controlling interest (each person or entity listed by romanette in this paragraph except for the Included Employee, an “Excluded Person”). For the avoidance of doubt, the Included Employee is a member of the Settlement Class and is not an Excluded D&O or Excluded Person. 

Although the information on this website is intended to assist you, it does not replace the information contained in the Long-Form Notice and the Stipulation. Please read the Long-Form Notice and Stipulation carefully to fully understand your rights.

OBJECTION DEADLINE (Received by)	October 25, 2023
SETTLEMENT HEARING	November 8, 2023 at 1:00 P.M. ET

BACKGROUND

Note that the following background does not constitute findings of the Court. It is based on statements of the Parties and should not be understood as an expression of any opinion of the Court as to the merits of any of the claims or defenses raised by any of the Parties.

-          On December 15, 2021, Defendant Advant-e effectuated a 1 for 20,000 reverse stock split of common stock of Advant-e (the "2021 Reverse Stock Split"). The 2021 Reverse Stock Split was approved through written consent of Defendants Wadzinski and Boone. Defendant Wadzinski owned more than 50% of the outstanding shares of Advant-e common stock at the time and was able to approve the 2021 Reverse Stock Split through the written consent of his shares. The 2021 Reverse Stock Split was not subject to approval by a vote of the minority stockholders of Advant-e or those stockholders who would have their Advant-e common stock cashed out as a result of the 2021 Reverse Stock Split. 

-           Any fractional shares that resulted from the 2021 Reverse Stock Split resulted in a cash payment in lieu of fractional shares at the price of $5.25 per share on a pre-split basis (the “2021 Reverse Stock Split Cash Payment”).

-           On July 1, 2022, Plaintiff, on behalf of himself and all others similarly situated, filed his Verified Class Action Complaint challenging the 2021 Reverse Stock Split (the “Complaint”). Plaintiff alleged in the Complaint, among other things, that Defendants breached their fiduciary duties to the stockholders of Advant-e whose shares were cashed out in the 2021 Reverse Stock Split because the $5.25 per share price for fractional shares that result from the 2021 Reverse Stock Split was unfair, and the 2021 Reverse Stock Split was approved and effected through an unfair process without approval by an independent special committee of the Board of Directors of Advant-e and a majority vote of Advant-e minority stockholders.

-           Following the filing of the Complaint, Plaintiff and Defendants entered into a Confidentiality Stipulation, which was granted by the Court on September 19, 2022, after which Defendants produced to Plaintiff the non-public valuation report prepared in connection with the 2021 Reverse Stock Split.  Plaintiff’s Counsel requested 16 additional categories of documents from Defendants, and Defendants produced the responsive documents, comprising approximately 500 pages of mostly non-public documents, including financial documents, documents related to the 2021 Reverse Stock Split, drafts of the valuation report, and other relevant documents.  Plaintiff and Plaintiff’s Counsel reviewed those documents and consulted with a valuation expert concerning fair value of Advant-e and the cashed-out minority stock at the time of the 2021 Reverse Stock Split, and potential damages to the Settlement Class.

-           Plaintiff and Defendants, through their counsel, then engaged in arm’s-length negotiations in an attempt to resolve the Action, culminating in the agreement on the terms of a proposed settlement between Plaintiff and Defendants. As a result of these negotiations, the Parties have agreed to settle the Litigation and provide the Releases in return for a cash payment on behalf of Defendants of $896,973 (the “Settlement Amount”) for the benefit of the Settlement Class. Defendants produced information to evidence that the Settlement Class owned, collectively, 512,556 shares of Advant-e common stock that were cashed out in the 2021 Reverse Stock Split. The Settlement Amount represents $1.75, on a pre-split basis, for each Advant-e share, on a pre-split basis, owned by a Settlement Class Member that was cashed out in the 2021 Reverse Stock Split. 

-           Plaintiff and Plaintiff’s Counsel believe the Action has merit, and Plaintiff’s entry into the Stipulation and Settlement is not intended to be and shall not be construed as an admission or concession concerning the relative strength or merit of the claims alleged in this Action.

-           Defendants have denied, and continue to deny, any and all allegations of wrongdoing or liability asserted in the Action, including without limitation, that any of the Defendants breached their fiduciary duties in connection with the 2021 Reverse Stock Split. Defendants entered into the Stipulation solely to eliminate the uncertainty, distraction, burden, risk, and expense of further litigation. 

SETTLEMENT PAYMENT

If the Court approves the Settlement, the Settlement Fund will be distributed on a pro rata basis to Settlement Class Members in accordance with the proposed Plan of Allocation stated in the Long-Form Notice and Stipulation or such other plan of allocation as is approved by the Court. Pursuant to the proposed Plan of Allocation, each Settlement Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund (the Settlement Fund minus Taxes, Tax Expenses, Notice and Administration Costs, any Fee and Expense Award and Service Award awarded by the Court, and any other costs or fees approved by the Court) based on the number of shares each Settlement Class Member had cashed out in the 2021 Reverse Stock Split.

Settlement Class Members do not have to submit a claim form in order to be entitled to receive a payment from the Settlement Fund under the Plan of Allocation. 

Rather, payment will be made to Settlement Class Members in the same manner in which Settlement Class Members received their 2021 Reverse Stock Split Cash Payment based on the information provided by Defendants, their agents, and the Depository Trust Company (“DTC”).

Payments will be made only if the Court approves the Settlement and after any appeals are resolved.

RELEASES

If the Court approves the Settlement, then the Released Plaintiff Claims will be finally and fully compromised, settled, released, discharged, and dismissed with prejudice as against the Released Defendant Persons, and the Released Defendant Claims will be finally and fully compromised, settled, released, discharged, and dismissed with prejudice as against the Released Plaintiff Persons, including Settlement Class Members.

FOR A FULL DESCRIPTION OF THE RELEASES, PLEASE REVIEW THE STIPULATION.

APPLICATION FOR ATTORNEYS’ FEES AND EXPENSES

As stated in the Long-Form Notice, Plaintiff’s Counsel intends to petition the Court for a Fee and Expense Award of attorneys’ fees of no more than 15% of the Settlement Fund, or $134,545, and reimbursement of litigation expenses of no more than $25,000, in connection with its role in causing the Settlement and costs incurred in connection with the Action. Any award to Plaintiff’s Counsel for fees and expenses shall be determined by the Court.

Plaintiff also intends to petition the Court for a Service Award of no more than $1,000 to compensate Plaintiff for the time he spent on the Action, including consulting with Plaintiff’s Counsel concerning litigation and settlement negotiation strategy. Any such Service Award would be paid solely out of the Fee and Expense Award to Plaintiff’s Counsel.

THE SETTLEMENT HEARING

A settlement hearing will be held on November 8, 2023 at 1:00 p.m. ET, at the Court of Chancery Courthouse, 34 The Circle, Georgetown, DE 19947, to determine, among other things, (i) whether to finally certify this Action as a non-opt out class action; (ii) whether the proposed Settlement should be approved as fair, reasonable, and adequate; (iii) whether the Action should be dismissed with prejudice and the releases specified and described in the Stipulation should be granted; and (iv) whether to approve the Fee and Expense Application for attorneys’ fees, litigation expenses, and a Service Award to Plaintiff. The Court will also hear and consider any objections to the Settlement or the Fee and Expense Application.

OBJECTIONS

If you object to the class action determination, the proposed Settlement, the Judgment to be entered in the Action and/or the Fee and Expense Application, or otherwise wish to be heard, your objection must be received on or before October 25, 2023 in accordance with the instructions provided in the Long-Form Notice.

ADDITIONAL INFORMATION

If you have questions about the Settlement, the Long-Form Notice or the Stipulation, please DO NOT contact the Court, the Office of the Register in Chancery, Defendants or their Counsel. All questions should be directed to Plaintiff's Counsel or the Settlement Administrator.