If You Owned Stock In Safety Components International, Incorporated (Listed As: "SAFY") On October 20, 2006, You Could Be Entitled To Compensation. PR Newswire NEW YORK, April 8, 2014 NEW YORK, April 8, 2014 /PRNewswire-USNewswire/ -- The following is being released by the law firm of Nexsen Pruet, LLC for the In re International Textile Group, Inc. Merger Litigation settlement. LEGAL NOTICE OF CLASS AND DERIVATIVE ACTION SETTLEMENT IN IN RE INTERNATIONAL TEXTILE GROUP, INC. MERGER LITIGATION WHAT'S THIS ABOUT? This "Notice of Settlement" relates to the proposed settlement (the "Settlement") in the lawsuit (the "Action") called In re International Textile Group, Inc. Merger Litigation, C.A. No. 2009-CP-23-3346. The Action is pending in the Court of Common Pleas in Greenville, South Carolina (the "Court"). The Action involves the merger ("Merger") on October 20, 2006, of two companies, Safety Components International, Inc. ("SCI"; ticker: "SAFY") and the former International Textile Group, Inc. ("FITG"), that Plaintiffs allege were controlled by Wilbur L. Ross, Jr., the investment company, W.L. Ross & Co., LLC, and certain of their affiliates. After the Merger, SCI was renamed the new International Textile Group, Inc. (or "NITG"; ticker: "ITXN"). This is a legal publication notice summarizing the terms of the Settlement. For a more comprehensive description of the Settlement, please refer to the Notice of Settlement approved by the Court (the "Notice") at www.ITGMergerLitigation.com. Capitalized terms used but not defined in this publication notice have the meanings assigned to such terms in the Notice. Plaintiffs allege that the Merger was not "entirely fair" to the SCI minority shareholders, that Mr. Ross and his affiliates breached their fiduciary duties to, and/or aided and abetted others in breaching their fiduciary duties to, SCI's minority shareholders and to NITG. Plaintiffs also allege gross negligence and aiding and abetting breach of fiduciary duty against RSM EquiCo Capital Markets LLC ("RSM"). Defendants denied all material allegations against them, and have asserted various affirmative defenses in the Action. The portion of the Action involving these claims on behalf of the SCI minority shareholders as of the date of the Merger is the "Class Action." The portion of the Action involving these claims on behalf of NITG is the "Derivative Action." The Court preliminarily approved the Settlement by Order dated February 19, 2014. The Court will hold a hearing (a "Settlement Hearing") on June 23, 2014, at 9:30 A.M. at the Greenville County Courthouse to determine (1) whether the Settlement is fair, reasonable, and adequate for the Class and for NITG and should be granted final approval, (2) whether the Court should enter the proposed judgment dismissing the Action with prejudice, (3) whether the Court should grant Class/Derivative Counsel's application for attorneys' fees and expenses for the Class and Derivative Actions or award some other amount, and (4) whether the Court should grant incentive awards to the Class Representatives and, if so, in what amounts. If the Court approves the proposed Settlement, it will enter a judgment dismissing the Action, including both the Class and Derivative Actions, with prejudice, and all claims related to the Actions will be released. The Settlement has two parts: First, the "Class Action Settlement" relates to the settlement of the Class Action on behalf of the minority shareholders of SCI as of October 20, 2006. The proposed Class Action Settlement provides the Class with $10 million. Should the Court approve the Class Action Settlement, Class Counsel intend to request an attorneys' fee award totaling $3.5 million and reimbursement of expenses totaling $306,375.29 for a total of $3,806,375.29. Should the Court approve Class Counsel's request for fees and expenses, those funds would leave a balance of $6,193,624.71 for the Class. Certain fees of the Claims Administrator will also be deducted from the Class Action Settlement. The remaining balance, which Class Counsel estimates will be approximately $6 million, will be distributed to Class Members in accordance with the procedures discussed in the Notice. In addition, Class Counsel will also ask the Court to award $90,000 in incentive payments to the four Class Representative groups to compensate them for their time, effort, and services on behalf of the Class. These payments are in addition to benefits they will receive under the Class Action Settlement. The incentive payments will be paid out of the attorneys' fees awarded for the Class Action. Second, the "Derivative Action Settlement" relates to the settlement of the Derivative Action on behalf of NITG. The proposed Derivative Action Settlement provides $26 million cash and additional non-cash consideration to NITG. The non-cash consideration consists of the cancellation of certain debt and preferred stock, which the parties other than RSM agree has a value to NITG of $45 million. Should the Court approve the Derivative Action Settlement, Derivative Counsel intend to request an attorneys' fee award totaling $24.85 million and reimbursement of expenses totaling $2,246,752.13 for a total of $27,096,752.13. Should the Court approve this request, they would be paid from the $26 million in cash included in the Derivative Action Settlement Fund. To the extent the Court awards more than $26 million in fees and expenses to Derivative Counsel, Derivative Counsel intend to request the Court to order NITG to pay such amounts. The two parts of these settlements are interdependent. There will be no Settlement unless both parts are approved. The details of the Class and Derivative Action Settlements, including the consideration provided and the scope of the releases to be granted, can be found at www.ITGMergerLitigation.com. WHO'S INCLUDED IN THE CLASS? The Class is defined as: "all persons who were minority stockholders of SCI as of the Merger of FITG into SCI on October 20, 2006, excluding Defendants and persons or entities affiliated with Defendants, and excluding all persons who would otherwise be members but whose damages do not exceed one hundred dollars—i.e., all minority stock holders of [pre-merger] SCI (non-WLR affiliated stockholders) with damages in excess of $100." WHAT ARE YOUR OPTIONS AS A CLASS MEMBER? Class Members have the following options: (i) do nothing; (ii) submit a Proof of Claim to be eligible to receive a share of the Class Action Settlement Fund; (iii) object or comment on the Class Action Settlement, and/or; (iv) hire their own counsel at their own expense. If you believe that you may be a Class Member and want to submit a Proof of Claim in the Class Action lawsuit, you must submit to the Claims Administrator by June 16, 2014 a Proof of Claim. There are several requirements for completing and filing a valid Proof of Claim, which can be found at www.ITGMergerLitigation.com. No Proof of Claim will be honored if submitted after the Claims Deadline unless special permission is granted. If you are a Class Member, you will be bound by any judgment or other disposition of this Action, even if you do not submit a Proof of Claim and even if your Proof of Claim is denied, in whole or in part, for any reason. The Claims Administrator will review your Proof of Claim and supporting documentation for timeliness and completeness and determine whether and to what extent you qualify for distribution from the Net Class Action Settlement Fund. If you are a Class Member, you also have the right to file an objection to, or a comment in support of, the proposed Class Action Settlement, Class Counsel's request for attorneys' fees and expenses regarding the Class Action, or the proposed payment of incentive awards to the Class Representatives. If you are a current shareholder of NITG, you also have the right to file an objection to, or comment in support of, the Derivative Action Settlement and Derivative Counsel's request for attorneys' fees and expenses regarding the Derivative Action. You must file your objection or statement with the Court by June 12, 2014. If you wish to be heard at the Settlement Hearing regarding an objection or comment, you must submit your objection or comment in writing. If the Court approves the Settlement, you will be bound by the terms of the Settlement. You also have the right, either personally or through an attorney retained by you, at your own expense, to seek to intervene in the Class Action. WHAT ARE YOUR OPTIONS AS A CURRENT SHAREHOLDER OF NITG? Current shareholders of NITG have the following options regarding the proposed Derivative Action Settlement: (i) do nothing; (ii) object or comment on the Derivative Action Settlement, and/or; (iii) hire your own counsel at their own expense. If you are a current shareholder of NITG, you have the right to file an objection to, or a comment in support of the proposed Derivative Action Settlement, or the proposed award of attorneys' fees and expenses regarding the Derivative Action. You must file your objection or statement with the Court by June 12, 2014. If you wish to be heard at the Settlement Hearing regarding an objection or comment, you must submit your objection or comment in writing and include in your comments a statement that you wish to be heard at the Settlement Hearing. If you have any questions, or would like more information, please contact the Claims Administrator, Rust Consulting, Inc., P.O. Box 3065, Faribault, MN 55021-2665. The telephone number and website are (866) 403-5449 and www.ITGMergerLitigation.com. SOURCE Nexsen Pruet, LLC Website: http://www.ITGMergerLitigation.com Contact: Russell T. Burke, 803-771-8900
If You Owned Stock In Safety Components International, Incorporated (Listed As: "SAFY") On October 20, 2006, You Could Be
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