Clover Health Provides Notice Associated with Previously Disclosed Settlement of Shareholder Derivative Actions
04 April 2024 - 10:30PM
As previously disclosed, most recently in its Annual Report on Form
10-K for the fiscal year ended December 31, 2023, and in its
Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 2023, Clover Health Investments, Corp. (the
"Company") has reached an agreement to resolve shareholder
derivative actions pending in four jurisdictions. The actions are
captioned: (1) Sun v. Garipalli, et al., No. 3:21-cv-0311 (M.D.
Tenn.); (2) In re: Clover Health Investments Corp. Derivative
Litig., No. 1:21-cv-00191 (D. Del.); (3) In re Clover Health
Investments, Corp. Stockholder Derivative Litig., Index No.
655420/2021 (N.Y. Sup. Ct., N.Y. Cnty.); and (4) Davies v.
Garipalli, et al., No. 2021-1016-SG (Del. Ch.) (collectively the
"Shareholder Derivative Actions"). The Shareholder Derivative
Actions were filed in the wake of the Company's de-SPAC
transaction.
As previously disclosed, on February 5, 2024, the plaintiffs in
the Shareholder Derivative Actions, on the one hand, and the
Company, on the other hand, executed a Stipulation and Agreement of
Settlement dated February 2, 2024 (the "Stipulation"), which,
subject to final court approval, provides the defendants in the
Shareholder Derivative Actions with customary releases and, as
previously disclosed, will require the Company to implement a suite
of corporate governance enhancements (the "Settlement"). The
Settlement does not involve any monetary payment, other than
payment of an award of fees and expenses to plaintiffs' counsel in
the amount of $2.5 million, which remains subject to final court
approval.
The Settlement is subject to definitive documentation and final
court approval. On March 5, 2024, the United States District Court
for the Middle District of Tennessee entered an Order Preliminarily
Approving Settlement and Providing for Notice, and scheduled a
hearing for July 11, 2024 to determine whether to give final
approval to the Settlement.
A copy of the Stipulation and exhibits thereto, which include
formal Settlement notices directed to current Company stockholders
and provide detail regarding the Settlement, are available on the
Company's investor relations website at
https://investors.cloverhealth.com/.
Forward-Looking StatementsPlease note that this
press release contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements include statements regarding future
events and the Company's future results of operations, financial
position, business strategy and future plans. Forward-looking
statements are not guarantees of future performance, and you are
cautioned not to place undue reliance on such statements. In some
cases, you can identify forward looking statements because they
contain words such as "may," "will," "should," "expects," "plans,"
"anticipates," "going to," "can," "could," "should," "would,"
"intends," "target," "projects," "contemplates," "believes,"
"estimates," "predicts," "potential," "outlook," "forecast,"
"guidance," "objective," "plan," "seek," "grow," "target," "if,"
"continue," or the negative of these words or other similar terms
or expressions that concern the Company's expectations, strategy,
priorities, plans or intentions. Forward-looking statements in this
release include, but are not limited to, statements regarding the
litigation and proposed settlement, including definitive
documentation and final court approval, as well as expectations
related to the Company's profitability, liquidity, future
performance, future operations and future results. These statements
are subject to known and unknown risks, uncertainties and other
factors that may cause our actual results, levels of activity,
performance or achievements to differ materially from results
expressed or implied in this press release. Additional information
concerning these and other risk factors is contained in the
Company's latest Annual Report on Form 10-K filed with the
Securities and Exchange Commission (the "SEC") on March 14, 2024,
and in our subsequent filings with the SEC, including the Risk
Factors section therein. The forward-looking statements included in
this press release are made as of the date hereof. Except as
required by law, the Company undertakes no obligation to update any
of these forward-looking statements after the date of this press
release or to conform these statements to actual results or revised
expectations.
About Clover Health:Clover Health (Nasdaq:
CLOV) is a physician enablement company committed to bringing
access to great healthcare to everyone on Medicare. This includes a
health equity-based focus on seniors who have historically lacked
access to affordable, high-quality healthcare. Our strategy is
powered by our software platform, Clover Assistant, which is
designed to aggregate patient data from across the healthcare
ecosystem to support clinical decision-making and improve health
outcomes through the early identification and management of chronic
disease.
Press Contact:Andrew
Still-Baxterpress@cloverhealth.com
Investor Relations Contact:Ryan
Schmidtinvestors@cloverhealth.com
Clover Health Investments (NASDAQ:CLOV)
Historical Stock Chart
Von Apr 2024 bis Mai 2024
Clover Health Investments (NASDAQ:CLOV)
Historical Stock Chart
Von Mai 2023 bis Mai 2024