The information contained on this website is only a summary of the information presented in more detail in the Notice of Pendency and Proposed Settlement of Stockholder Class and Derivative Action, Settlement Hearing, and Right to Appear. Because this website is just a summary, you should review the Notice for additional details.
Summary of the Action and Settlement
This website relates to a stockholder class and derivative action (the "Action”), pending in the Court of Chancery of the State of Delaware (the “Court”).
The parties have reached a proposed settlement of the Action for $45,400,000 in cash and certain amendments to the Second Amended Investor Rights Agreement and the Cloudmed Investor Rights Agreement, as described in paragraph 80 of the Notice (the “Settlement”). The proposed Settlement, if approved by the Court, will resolve all claims in the Action.
If you are a member of the Settlement Class, and/or a current holder of R1 common stock (with respect to potential derivative claims) you are subject to the Settlement. The Settlement Class consists of:
All holders of R1 common stock, whether beneficial or of record, together with their respective heirs, successors in interest, transferees, and assignees, from August 18, 2020, through the close of trading on September 27, 2023.
Excluded from the Settlement Class are (i) Defendants; (ii) any person who is, or was during the Class Period, an officer, director, or partner of R1, R1 RCM Holdco Inc, Project Roadrunner Merger Sub Inc., Revint Holdings, LLC, CoyCo 1, L.P., CoyCo 2, L.P., TCP-ASC ACHI Series LLLP, TowerBrook Capital Partners L.P., Ascension Health Alliance, or New Mountain Capital LLC; (iii) the immediate family members of any of the foregoing; (iv) any trusts, estates, entities, or accounts that held R1 shares for the benefit of any of the foregoing; and (v) the legal representatives, heirs, successors in interest, successors, transferees, and assigns of the foregoing.
PLEASE NOTE: The Settlement Class is a non-“opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Settlement Class.
Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement. If you are eligible to receive a distribution, it will be paid to you directly. Payments to Eligible Class Members will be made only if the Court approves the Settlement and Plan of Allocation, and only after any appeals are resolved.
Please be patient. If the Settlement is approved by the Court, it will take some time to conduct the Settlement distribution.
| CLASS MEMBERS’ AND CURRENT R1 STOCKHOLDERS’ LEGAL RIGHTS IN THE SETTLEMENT: |
| CLASS MEMBERS MAY RECEIVE A PAYMENT FROM THE SETTLEMENT. CLASS MEMBERS DO NOT NEED TO SUBMIT A CLAIM FORM. |
If you are a member of the Settlement Class, you may be eligible to receive a pro rata distribution from the Settlement proceeds. Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement, if approved by the Court. If you are eligible for a distribution from the Settlement, it will be paid to you directly. See paragraphs 89-95 of the Notice for further discussion. |
| OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN NOVEMBER 29, 2023. |
If you are a member of the Settlement Class and/or a current R1 stockholder and would like to object to the proposed Settlement, the proposed Plan of Allocation, or Plaintiff’s Counsel’s application for an award of attorneys’ fees and expenses, you may write to the Court and explain the reasons for your objection. |
| ATTEND A HEARING ON DECEMBER 14, 2023 AT 3:15 P.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN NOVEMBER 29, 2023. |
Filing a written objection and notice of intention to appear that is received by November 29, 2023, allows you to speak in Court, at the discretion of the Court, about your objection. In the Court’s discretion, the December 14, 2023 hearing may be conducted by telephone or videoconference (see paragraphs 101-102 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. |
How do I obtain more information?
Detailed information about the Settlement is contained in the Notice, a copy of which can be found in the menu at the top of this page. Additional information can also be obtained by contacting the Claims Administrator by calling toll-free 888-256-6156; emailing info@R1StockholdersLitigation.com; or mailing a letter to:
R1 Stockholders Litigation
c/o JND Legal Administration
PO Box 91470
Seattle, WA 98111
Inquiries should NOT be directed to the Court or the Clerk of the Court.
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