WILMINGTON, Del., Feb. 3, 2025 /PRNewswire/ —
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE
IN RE TS INNOVATION
ACQUISITIONS SPONSOR, L.L.C.
STOCKHOLDER LITIGATION
CONSOLIDATED
C.A. NO. 2023-0509-LWW
SUMMARY NOTICE OF PENDENCY AND PROPOSED
SETTLEMENT OF STOCKHOLDER CLASS ACTION,
SETTLEMENT HEARING, AND RIGHT TO APPEAR
TO: All record and beneficial holders of Eligible Shares, whether held as separate shares of Common Stock or as part of Public Units, who held such shares between the close of business on May 11, 2021 (the “Record Date”) and June 4, 2021 (the “Closing”) (the “Class Period”), and their successors in interest, but excluding (i) (a) Defendants; (b) members of the immediate family of any Individual Defendant; (c) any person who was a manager or managing member of any TS Defendant during the Class Period and any members of their immediate family; (d) any parent, subsidiary, or affiliate of a TS Defendant; (e) any entity in which any Defendant or any other excluded person or entity has, or had during the Class Period, a controlling interest; and (f) the legal representatives, agents, affiliates, heirs, estates, successors, or assigns of any such excluded persons or entities; and (ii) (a) the Company; and (b) any person who was an officer or director of the Company during the Class Period and any members of their immediate family. For the avoidance of doubt, the Settlement Class does not include holders of TSIA securities other than Common Stock, including warrants (the “Settlement Class”).1
PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS WILL BE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.
YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the “Court”), that the above-captioned stockholder class action (the “Action”) is pending in the Court.
YOU ARE ALSO NOTIFIED that plaintiffs Robert Garfield, Phanindra Kilari, and Subash Subramanian (collectively the “Plaintiffs”), on behalf of themselves and the Settlement Class; (ii) defendants Robert J. Speyer, Paul A. Galiano, Jenny Wong, Joshua Kazam, Jennifer Rubio, Ned Segal, Michelangelo Volpi, and Jerry I. Speyer (collectively, the “Individual Defendants”) and TS Innovation Acquisitions Sponsor, L.L.C., Tishman Speyer Properties, L.P., and Tishman Speyer Properties, Inc., (the “TS Defendants” and together with the Individual Defendants, the “Defendants”); and (iii) non-party Latch, Inc. (the “Company” and together with Plaintiffs and Defendants, the “Parties”) have reached a proposed settlement of the Action for $29,750,000 in cash (the “Settlement Amount”) as set forth in the Stipulation (the “Settlement”), a copy of which is available at latchstockholdersettlement.com. The Settlement, if approved by the Court, will resolve all claims in the Action.
A hearing (the “Settlement Hearing”) will be held on March 27, 2025 at 11:00 a.m., before The Honorable Lori W. Will, Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware, 19801, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Settlement Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Plaintiffs and Plaintiffs’ Counsel have adequately represented the Settlement Class, and whether Plaintiffs should be finally appointed as Settlement Class representatives for the Settlement Class and Plaintiffs’ Counsel should be finally appointed as Settlement Class counsel for the Settlement Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to the Settlement Class and in the best interests of the Settlement Class; (iv) determine whether the Action should be dismissed with prejudice and the Releases provided under the Stipulation should be granted; (v) determine whether the Order and Final Judgment approving the Settlement should be entered; (vi) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vii) determine whether and in what amount any Fee and Expense Award should be paid to Plaintiffs’ Counsel out of the Settlement Fund; (viii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Plaintiffs’ Counsel’s application for a Fee and Expense Award; and (ix) consider any other matters that may properly be brought before the Court in connection with the Settlement. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.latchstockholdersettlement.com.
If you are a member of the Settlement Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at TSIA Stockholders Litigation, c/o A.B. Data, Ltd., P.O. Box 170500, Milwaukee, WI 53217, 866-217-4469, info@latchstockholdersettlement.com. A copy of the Notice can also be downloaded from the Settlement website, www.latchstockholdersettlement.com.
If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Settlement Class Members in accordance with the terms of the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Pursuant to the proposed Plan of Allocation, each Eligible Settlement Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (a) the Net Settlement Fund; and (b) a fraction, the numerator of which is the number of Eligible Shares held by the Eligible Settlement Class Member, and the denominator of which is a number representing the total number of Eligible Shares. As explained in further detail in the Notice at Paragraphs 33-41, Eligible Settlement Class Members do not have to submit a claim form to receive a payment from the Settlement.
Any objections to the Settlement, the proposed Plan of Allocation, or Plaintiffs’ Counsel’s application for the Fee and Expense Award must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiffs’ Counsel, Defendants’ Counsel, and Company Counsel such that they are received no later than March 12, 2025, in accordance with the instructions set forth in the Notice.
Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice. All questions about this Summary Notice, the Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiffs’ Counsel.
Requests for the Notice should be made to the Settlement Administrator:
Latch Stockholders Litigation
c/o A.B. Data, Ltd.
P.O. Box 170500
Milwaukee, WI 53217
Telephone: 866-217-4469
Email: info@latchstockholdersettlement.com
Website: www.latchstockholdersettlement.com
Inquiries, other than requests for the Notice, should be made to Plaintiff’s Counsel:
Christine M. Mackintosh, Esq.
Grant & Eisenhofer P.A.
123 Justison Street
Wilmington, DE 19801
Telephone: (302) 622-7000
Email: cmackintosh@gelaw.com
Kaja S. Elmer
Fishman Haygood, L.L.P.
201 St. Charles Avenue, Suite 4600
New Orleans, LA 70170
Telephone: (504) 586-5252
Email: kelmer@fishmanhaygood.com
Lawrence P. Eagel
Bragar Eagel & Squire, P.C.
810 7th Avenue, Suite 620
New York, NY 10019
Telephone: (212) 308-5858
Email: eagel@bespc.com
BY ORDER OF THE COURT OF
CHANCERY OF THE STATE OF
DELAWARE:
Dated: January 24, 2025
1 Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Stipulation and Agreement of Compromise, Settlement, and Release between Plaintiffs, Defendants, and the Company, dated December 2, 2024 (the “Stipulation”). Copies of the Stipulation and the full Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear (the “Notice”) are available at the Settlement website, www.latchstockholdersettlement.com.
SOURCE Grant & Eisenhofer P.A., Fishman Haygood, L.L.P., and Bragar Eagel & Squire, P.C.
