If You Owned Stock In Safety Components International, Incorporated (Listed
As: "SAFY") On October 20, 2006, You Could Be Entitled To Compensation.
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
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
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
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
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
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
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
SOURCE Nexsen Pruet, LLC
Contact: Russell T. Burke, 803-771-8900
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