Sino-Forest Securities Litigation - Notice of Claims Filing Deadline and
Hearing to Approve the Claims and Distribution Protocol and Counsel Fees
TORONTO, Nov. 6, 2013
TORONTO, Nov. 6, 2013 /PRNewswire/ -
TO: All persons and entities, wherever they may reside, who acquired any
securities of Sino-Forest Corporation including securities acquired in the
primary, secondary, and over-the-counter markets (the "Securities Claimants").
READ THIS NOTICE CAREFULLY AS IT MAY AFFECT YOUR LEGAL RIGHTS.
YOU MAY NEED TO TAKE PROMPT ACTION
Claims Bar Deadline (to file a claim for compensation from February 14, 2014
the Ernst & Young Settlement.)
Objection Deadline (for those who wish to object or make November 29, 2013
submissions regarding the proposed Claims and Distribution
Protocol or the fee and disbursement request of Class
Background of Sino-Forest Class Action and CCAA Proceeding
In June and July of 2011, class actions were commenced in the Ontario Superior
Court of Justice (the "Ontario Proceeding") and the Quebec Superior Court (the
"Quebec Proceeding") by certain plaintiffs (the "Plaintiffs") against
Sino-Forest Corporation ("Sino-Forest"), its senior officers and directors,
its underwriters, a consulting company, and its auditors, including Ernst &
Young LLP ("Ernst & Young"). In January 2012, a proposed class action was
commenced against Sino-Forest and other defendants in the Supreme Court of the
State of New York which is now pending in the United States District Court for
the Southern District of New York (the "US Action") (collectively, the
"Proceedings"). The actions alleged that the public filings of Sino-Forest
contained false and misleading statements about Sino-Forest's assets,
business, and transactions. The actions also allege that Ernst & Young issued
false and misleading audit opinions on Sino-Forest's financial statements
issued during the class period.
Since that time, the litigation has been vigorously contested. On March 30,
2012, Sino-Forest obtained creditor protection under the Companies' Creditors
Arrangement Act (the "CCAA"), and the Ontario Superior Court ordered a stay of
proceedings against the company and other parties, including Ernst & Young
(the "CCAA Proceeding"). Orders and other materials relevant to the CCAA
Proceeding can be found at the CCAA Monitor's website at
http://cfcanada.fticonsulting.com/sfc/ (the "Monitor's Website").
On December 10, 2012, a Plan of Arrangement was approved by the court in the
CCAA Proceeding. As part of the Plan of Arrangement, the court approved a
framework by which the Plaintiffs may enter into settlement agreements with
any of the third-party defendants to the Proceedings.
Settlement with Ernst & Young
The Plaintiffs have entered into a settlement with Ernst & Young (the
"Settlement Agreement"). The Settlement Agreement was approved by the Ontario
Superior Court of Justice by an order dated March 20, 2013 (the "Settlement
Approval Order"). Pursuant to the Settlement Agreement, Ernst & Young will
pay CAD$117,000,000 (the "Settlement Amount") to a Settlement Trust to be
administered in accordance with orders of the court.
In return, the action will be dismissed against Ernst & Young, and there will
be an order forever barring claims against it in relation to Sino-Forest
including any allegations relating to the Proceedings. Ernst & Young does not
admit to any wrongdoing or liability. The terms of the Settlement Agreement
do not involve the resolution of any claims against Sino-Forest or any of the
other defendants. For information regarding CCAA orders affecting
Sino-Forest, including the Settlement Approval Order, please see the Monitor's
Website. A complete copy of the Settlement Agreement and other information
about these proceedings is available at: www.kmlaw.ca/sinoforestclassaction
and www.sinoeysettlement.com (the "Class Action Websites").
The Settlement Agreement is contingent on the United States Bankruptcy Court
for the Southern District of New York ("U.S. Bankruptcy Court") recognizing
the Settlement Approval Order. A hearing to recognize the Settlement Approval
Order will be held in the U.S. Bankruptcy Court on November 18, 2013.
Who Acts for the Securities Claimants
Koskie Minsky LLP, Siskinds LLP, Siskinds Desmeules, sencrl, and Cohen
Milstein Sellers & Toll PLLC (collectively, "Class Counsel") represent the
Securities Claimants in the Proceedings. If you want to be represented by
another lawyer, you may hire one to appear in court for you at your own
You will not have to directly pay any fees or expenses to Class Counsel.
However, Class Counsel will seek to have their fees and expenses paid from any
money obtained for the class or paid separately by the defendants. The fee
request of Class Counsel in connection with the Settlement Agreement is
Hearing to Approve the Claims and Distribution Protocol and Class Counsel Fees
on December 13, 2013 in Toronto, Ontario
On December 13, 2013 at 10:00 a.m., there will be a hearing before the Ontario
Superior Court of Justice (the "Distribution Protocol and Fee Hearing") at
which Class Counsel will seek that Court's approval of (1) the plan for
allocating the Net Settlement Amount (as defined below) among the members of
the Securities Claimants (the "Claims and Distribution Protocol"); and (2) the
fees and expense reimbursement requests of Class Counsel. The hearing will be
held at the Canada Life Building, 330 University Avenue, 8^th Floor, Toronto,
Ontario. The exact courtroom number will be available on a notice board on
the 8^th Floor.
The proposed Claims and Distribution Protocol sets out, among other things, i)
the method by which the Administrator (defined below) will review and process
claims forms; and ii) the method by which the Administrator will calculate the
amount of compensation to be distributed to each Securities Claimant,
including the Allocation System, which assigns different risk adjustment
factors to different Sino-Forest securities depending on factors such as the
type of security acquired and the time that security was acquired. Persons
that suffered the same loss on their Sino-Forest securities may receive
different levels of compensation, depending on the risk adjustment factors
assigned to their securities.
The detailed proposed Claims and Distribution Protocol can be found at the
Class Action Websites, or by contacting Class Counsel at the contact
information set out at the end of this notice. The court has discretion to
modify the proposed Claims and Distribution Protocol.
At the Distribution Protocol and Fee Hearing, Class Counsel will also seek
court approval of its request for fees and expense reimbursements ("Class
Counsel Fees"). As is customary in class actions, Class Counsel is
prosecuting and will continue to prosecute this class action on a contingent
fee basis. Class Counsel is not paid as the matter proceeds, and Class
Counsel funds the out-of-pocket expenses of conducting the litigation. Class
Counsel will be requesting the following fees and disbursements to be deducted
from the Settlement Amount before it is distributed to Class Members:
Koskie Minsky LLP, Siskinds LLP, Siskinds Desmeules, sencrl
Amount requested: $17,846,250, plus disbursements (expenses), plus taxes
Cohen Milstein Sellers & Toll PLLC
Amount requested: $2,340,000, plus disbursements (expenses), plus taxes
The court materials in support of these fee and disbursement requests will be
posted on the Class Action Websites prior to the Distribution Protocol and Fee
Expenses incurred or payable relating to notification, implementation, and
administration of the settlement ("Administration Expenses") will also be paid
from the Settlement Amount.
The Plaintiffs have also entered into a litigation funding agreement with
Claims Funding International PLC ("CFI"). Pursuant to that agreement, CFI has
agreed to pay any adverse cost awards against the Plaintiffs in this
litigation, and to pay $50,000 towards disbursements. In return, CFI is
entitled to 5% of any net recovery in these actions up to a maximum of $5
million if the action is resolved before the pre-trial or 7% of net recovery
up to a maximum of $10 million if the action is resolved after the pre-trial.
The litigation funding agreement with CFI was approved by the Ontario Superior
Court of Justice on May 17, 2012.
The amount of funds remaining after deduction of Class Counsel Fees,
Administration Expenses, and payment to CFI (the "Net Settlement Amount") will
be distributed to the Securities Claimants.
Securities Claimants may attend at the hearing of the Distribution Protocol
and Fee Hearing and ask to make submissions regarding the Claims and
Distribution Protocol or Class Counsel's fee and expense reimbursement
Persons intending to object to the Claims and Distribution Protocol or the
Class Counsel fees and expense reimbursement request are required to deliver a
Notice of Objection, substantially in the form that can be found on the Class
Action Websites, and, if this Notice is received by mail or email, enclosed
with this Notice (the "Notice of Objection"), to Siskinds LLP by regular mail,
courier, or email transmission, to the contact information indicated on the
Notice of Objection, so that it is received by no later than 5:00 p.m. on
November 29, 2013. Copies of the Notices of Objection sent to Siskinds LLP
will be filed with the court.
THE COURT MAY APPROVE A CLAIMS AND DISTRIBUTION PROTOCOL THAT IS DIFFERENT
THAN THE CLAIMS AND DISTRIBUTION PROTOCOL THAT IS PROPOSED BY CLASS COUNSEL.
WHETHER OR NOT THEY SUBMIT A VALID CLAIM FORM, ALL PERSONS OR ENTITIES THAT
ARE ENTITLED TO PARTICIPATE IN THE E&Y SETTLEMENT WILL BE BOUND BY THE CLAIMS
AND DISTRIBUTION PROTOCOL, WHATEVER IT MAY BE, THAT IS APPROVED BY THE COURT.
The Court has appointed NPT RicePoint as the Administrator of the settlement.
The Administrator will, among other things: (i) receive and process the Claim
Forms (discussed below); (ii) make determinations of Class Members'
eligibility for compensation pursuant to the Claims and Distribution Protocol;
(iii) communicate with Class Members regarding their eligibility for
compensation; and (iv) manage and distribute the Net Settlement Amount. The
Administrator can be contacted at:
Mailing Address: NPT RicePoint Class Action Services
Sino-Forest Class Action
P.O. Box 3355
London, ON N6A 4K3
Email Address: email@example.com
Claims Filing Procedure and Deadline
Securities Claimants will only be eligible for compensation from the Net
Settlement Amount if they submit a complete Claim Form before the Claims Bar
Deadline (defined below) including any supporting documentation with the
Claim Forms are available on the Class Action Websites or, if you are
receiving this notice by mail or email, attached to this notice.
To be eligible for compensation, Class Members must submit their Claim Form,
postmarked via mail or email to the Administrator at the addresses listed
above NO LATER THAN February 14, 2014 (the "Claims Bar Deadline"). If you do
not submit a Claim Form by the Claims Bar Deadline, you will not receive any
compensation from the Net Settlement Amount but will remain bound by the final
Settlement Order and release.
Please note that Noteholders who still held their notes as of January 16, 2013
do not need to complete a Claim Form in respect of those notes. Claim Forms
will still need to be filed in respect of any other notes.
The Net Settlement Amount will be distributed to Class Members in accordance
with the Claims and Distribution Protocol that is approved by the Court.
If you file a Claim Form to participate in this settlement, you may not be
required to file additional Claim Forms to participate in any future judgments
or settlements in this litigation. However, you must ensure that the
Administrator is advised of any changes to your mailing address.
Please do not direct inquiries about this notice to the Court.
All inquiries should be directed to the Administrator or Class Counsel.
DISTRIBUTION OF THIS NOTICE HAS BEEN AUTHORIZED
BY THE ONTARIO SUPERIOR COURT OF JUSTICE
SOURCE NPT RicePoint Class Action Services
If you would like additional information, please contact Koskie Minsky LLP,
Siskinds LLP, Siskinds Desmeules sencrl, or Cohen Milstein Sellers & Toll PLLC
using the information below:
Jonathan Bida, Garth Myers
Koskie Minsky LLP
20 Queen St. West
Suite 900, Box 52
Toronto, ON, M5H 3R3
Re: Sino-Forest Class Action
Tel: 1.866.474.1739 (within North America)
Tel: 416.595.2158 (outside North America)
Siskinds Desmeules, sencrl
43 Rue Buade
Québec City, Québec, G1R 4A2
Re: Sino-Forest Class Action
Dimitri Lascaris, Charles Wright
680 Waterloo Street
P.O. Box 2520
London, ON N6A 3V8
Re: Sino-Forest Class Action
Tel: 1.800.461.6166 x 2380 (within North America)
Tel: 519.672.2251 x 2380 (outside North America)
Cohen Milstein Sellers & Toll, PLLC
88 Pine Street
New York, NY 10005
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