Notice of Dismissal of The National Security Group, Inc. Litigation and Agreement Upon Attorneys' Fees
25 Août 2022 - 3:00PM
Notice is hereby provided to all persons who held shares of common
stock of The National Security Group, Inc. (the "Company") from and
including March 31, 2022 through July 1, 2022.
The purpose of this Notice is to inform you of
developments with respect to the putative class action lawsuit
captioned Cohen v. Wilkerson, et al., C.A. No. 2022-0333-LWW (the
"Action"), including the dismissal of the Action and an agreement
by Defendants to pay attorneys' fees and expenses to counsel for
Plaintiff.
On January 26, 2022, the Company entered into a
merger agreement pursuant to which VR Insurance SPV, LLC would
acquire the Company in an all-cash transaction valued at
approximately $41.4 million (the "Merger").
On March 31, 2022, the Company filed with the
U.S. Securities and Exchange Commission (the "SEC") a preliminary
proxy statement (the "Proxy Statement") asking its stockholders of
record as of April 26, 2022 to approve of the Merger.
On April 14, 2022, Plaintiff Cohen, a
stockholder of the Company, filed the Action, which named
then-members of the Company's Board of Directors as defendants.
Plaintiff alleged, among other things, that the board's members
violated their fiduciary duties under Delaware law by failing to
disclose in the Proxy Statement the financial projections received
by the Company's financial advisor in connection with the Merger
(the "Projections"). As relief, the complaint sought, among other
things, an injunction of the Merger, damages, and an award of
attorneys' fees.
On April 26, 2022, after the complaint was
filed, the Company committed to Plaintiff that it would publicly
disclose the Projections to address the allegations in the
Action.
On May 9, 2020, the Company issued a revised
preliminary proxy statement (the "Revised Proxy Statement"). After
the Revised Proxy Statement was issued, Plaintiff withdrew his
motion for a preliminary injunction and advised the Court that he
intended to confer with Defendants shortly after the Company's
stockholder meeting with respect to further proceedings.
Following negotiations after the Company's
stockholder meeting, Defendants, while denying any and all
liability and maintaining that the Proxy Statement contained all
material information required for stockholders to cast an informed
vote regarding the Merger prior to the Revised Proxy Statement,
agreed to pay or cause to be paid $250,000 to Plaintiff's counsel
as attorneys' fees and expenses and in full satisfaction of
Plaintiff's claims for attorneys' fees and expenses. The Court has
not been asked to review, and will pass no judgment on, the payment
of attorneys' fees and expenses or their reasonableness.
Attorneys for Plaintiff and Defendants may be
contacted as follows:
ABRAHAM, FRUCHTER & TWERSKY,
LLP Michael J. Klein 450 Seventh Avenue, 38th Floor New
York, New York 10123 (212) 279-5050 mklein@aftlaw.com
Counsel for Plaintiff
TROUTMAN PEPPER HAMILTON SANDERS
LLP Joanna J. Cline 1313 Market Street Wilmington, DE
19801 (302) 777-6500 joanna.cline@troutman.com
Counsel for Defendants
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