Notice of Pendency of Class Action: Please be advised that your rights will be affected by the above-captioned stockholder class action (the “Action”) pending in the Court of Chancery of the State of Delaware (the “Court”) if you were a record or beneficial holder of Weber, Inc. (“Weber” or the “Company”) Class A common stock (or any interest therein) at any time during the time period from December 11, 2022 to and including February 21, 2023 (the “Class”).
Notice of Settlement: Please also be advised that plaintiffs Richard J. Bishop and Micah Marshall II (“Plaintiffs”), on behalf of themselves and on behalf of the Class (defined on Page of the Notice); have agreed to settle and dismiss with prejudice their claims against the Defendants BDT Capital Partners, LLC (“BDT”), and Susan T. Congalton (“Congalton”), Magesvaran Suranjan (“Suranjan”), Kelly D. Rainko (“Rainko”), Elliott Hill (“Hill”), Martin McCourt (“McCourt”), Melinda R. Rich (“Rich”), James C. Stephen (“Stephen”), and Byron D. Trott (“Trott”) (collectively, the “Individual Defendants”, and together with BDT, the “Defendants”, and together with Plaintiffs, the “Parties”) arising from or relating to BDT’s acquisition of the common stock of Weber, Inc. (“”Weber” or the “Company”) that BDT did not already own for $8.05 in cash per share (The “Transaction”).
The Settlement resolves all actual and potential claims against Defendants arising from or relating to the Transaction. In consideration of the Settlement, a total of $19,250,000 in cash will be deposited into the Account (defined on Page 5 of the Notice) which will be distributed to the Settlement Payment Recipients (defined on Page 8 of the Notice) directly, according to the Plan of Allocation (defined on Page 7 of the Notice).
If you are a member of the Class, you are subject to the Settlement. The Class preliminarily certified by the Court consists of:
All former holders of Weber Class A common stock at any time between announcement of the Merger Agreement through the closing of the Transaction, together with their successors and assigns.
Excluded from the Class are (i) the Defendants, (ii) members of the immediate family of any of the Individual Defendants, and (iii) any entity in which any of them has a controlling interest, and the heirs, successors, or assignees of any such excluded party (the “Excluded Persons”). Excluded Persons also include any trusts, estates, entities, or accounts that held Company shares for the benefit of any of the foregoing.
Please read the Notice carefully and in its entirety. The Notice explains how Class Members will be affected by the Settlement. The following table provides a brief summary of the rights you have as a Class Member and the relevant deadlines, which are described in more detail in the Notice.
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RECEIVE A PAYMENT FROM THE SETTLEMENT. CLASS MEMBERS DO NOT NEED TO SUBMIT A CLAIM FORM. |
If you are a member of the Class (defined on Page 5 of the Notice), you may be eligible to receive a pro rata distribution from the Settlement proceeds. Eligible Beneficial Holders (defined on Page 5 of the Notice) do not need to submit a claim form in order to receive a distribution from the Settlement, if approved by the Court. Your distribution from the Settlement will be paid to you directly. See Pages 7-10 of the Notice for further discussion. |
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OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN June 20, 2025. |
If you are a member of the Class and would like to object to the proposed Settlement, the proposed Plan of Allocation, or Class Counsel’s request for a Fee and Expense Award, you may write to the Court and explain the reasons for your objection. |
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ATTEND A HEARING ON June 30, 2025, AT 11:00 A.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN June 20, 2025. |
Filing a written objection and notice of intention to appear that is received by June 20, 2025 allows you to speak in Court, at the discretion of the Court, about your objection. In the Court’s discretion, the June 30, 2025 hearing may be conducted by telephonic conference or videoconference (see Page 2 of the Notice). If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection. |