The Court directed that the Postcard Notice be mailed to you because you or someone in your family or an investment account for which you serve as a custodian may have purchased or otherwise acquired shares of Forterra common stock during the Settlement Class Period. The Court also directed that the Notice be posted on the Documents tab of this website or mailed to you upon request to the Claims Administrator. The Court has directed us to disseminate these Postcard Notices because, as a potential Settlement Class Member, you have a right to know about your options before the Court rules on the proposed Settlement. Additionally, you have the right to understand how this Class Action lawsuit may generally affect your legal rights. If the Court approves the Settlement, and the Plan of Allocation (or some other plan of allocation), the Claims Administrator selected by Plaintiffs and approved by the Court will make payments pursuant to the Settlement after any objections and appeals are resolved.
A copy of the Notice can be found here.Back To Top
Forterra is a leading manufacturer of water and drainage pipe and storm water filtration products, as well as architectural, structural, and specialty pre-cast products. This Action arises out of alleged misrepresentations and omissions contained in the Registration Statement for Forterra’s Initial Public Offering (“IPO”) on October 19, 2016.
This Action is the consolidation of several federal actions filed in August and September 2017. The federal actions were consolidated and transferred to the U.S. District Court for the Northern District of Texas, bearing the docket number 3:18-cv-01957.
On November 30, 2018, Plaintiffs filed and served their Consolidated Amended Class Action Complaint for Violations of the Federal Securities Laws (the “Complaint”) asserting claims under Sections 11 and 15 of the Securities Act of 1933. Among other things, the Complaint alleged that Forterra’s Registration Statement failed to disclose various improper accounting practices employed by Forterra at the time of the IPO and misrepresented Forterra’s ability to achieve organic sales growth. The Complaint further alleges that, months after the IPO, Forterra admitted material weaknesses in its internal controls over its financial reporting relating to these improper accounting practices. Finally, the Complaint alleges that as a result of Defendants’ allegedly false and misleading statements, the IPO price was artificially inflated, and declined when the truth was revealed.
Defendants are entering into the Stipulation solely to eliminate the uncertainty, burden and expense of further protracted litigation. Each of the Defendants denies any wrongdoing, and neither the Settlement nor the Stipulation shall in any event be construed or deemed to be evidence of or an admission or concession on the part of any of the Defendants, or any other of the Defendants’ Releasees, with respect to any claim or allegation of any fault or liability or wrongdoing or damage whatsoever, or any infirmity in the defenses that the Defendants have, or could have, asserted.Back To Top
If you are a member of the Settlement Class, you are subject to the Settlement, unless you timely request to be excluded from the Settlement Class. The Settlement Class consists of:
all persons and entities who purchased or otherwise acquired Forterra common stock between Forterra’s Initial Public Offering on October 19, 2016 and August 14, 2017, inclusive, and/or who purchased or acquired stock pursuant to and/or traceable to the Registration Statement issued in connection with Forterra’s Initial Public Offering and were damaged thereby.
PLEASE NOTE: RECEIPT OF THE POSTCARD NOTICE DOES NOT MEAN THAT YOU ARE A SETTLEMENT CLASS MEMBER OR THAT YOU WILL BE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT.
If you are a Settlement Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit the Claim Form that is available here or which can be mailed to you upon request to the Claims Administrator, and the required supporting documentation as set forth therein, online or postmarked no later than July 10, 2020.Back To Top
Plaintiffs and Lead Counsel believe that the claims asserted against Defendants have merit. They recognize, however, the expense and length of continued proceedings necessary to pursue their claims against the remaining Defendants through trial and appeals, as well as the very substantial risks they would face in establishing liability and damages. Plaintiffs and Lead Counsel also recognize that Defendants have numerous defenses that could preclude a recovery.
Plaintiffs and Lead Counsel believe that the proposed Settlement is fair, reasonable and adequate, and in the best interests of the Settlement Class. Plaintiffs and Lead Counsel believe that the Settlement provides a substantial benefit to the Settlement Class, namely $5,500,000 in cash (less the various deductions described in the Notice), as compared to the risk that the claims in the Action would produce a smaller recovery, or indeed no recovery, after summary judgment, trial and appeals, possibly years in the future.
Defendants have denied the claims asserted against them in the Action and deny having engaged in any wrongdoing or violation of law of any kind whatsoever. Defendants have agreed to the Settlement solely to eliminate the burden and expense of continued litigation. Accordingly, the Settlement may not be construed as an admission of any wrongdoing by Defendants.Back To Top
If there were no Settlement and Plaintiffs failed to establish any essential legal or factual element of their claims against Defendants, neither Plaintiffs nor the other members of the Settlement Class would recover anything from Defendants. Also, if Defendants were successful in proving any of their defenses, either at summary judgment, at trial or on appeal, the Settlement Class could recover substantially less than the amount provided in the Settlement, or nothing at all.Back To Top
If you are a Settlement Class Member and you do not exclude yourself from the Settlement Class, you will be bound by any orders issued by the Court. If the Settlement is approved, the Court will enter a judgment (the “Judgment”). The Judgment will dismiss with prejudice the claims against Defendants and will provide that, upon the Effective Date of the Settlement, Plaintiffs and each of the other Settlement Class Members, on behalf of themselves, and their respective immediate family members, heirs, trusts, trustees, members, partners, shareholders, estates, beneficiaries, agents, affiliates, insurers and reinsurers, corporate parents and subsidiaries, executors, administrators, predecessors, successors, assigns, and assignees, in their capacities as such, shall be deemed to have, and by operation of law and of the Judgment shall have, fully, finally and forever released, relinquished, compromised, settled, resolved, waived and discharged each and every Released Plaintiffs’ Claim against the Defendants and the other Defendants’ Releasees, and shall forever be barred and enjoined from prosecuting any or all of the Released Plaintiffs’ Claims against any of the Defendants and the other Defendants’ Releasees.Back To Top
To be eligible for a payment from the proceeds of the Settlement, you must be a member of the Settlement Class and you must timely complete and return the Claim Form with adequate supporting documentation online or postmarked no later than July 10, 2020. A Claim Form is available here, or you may request that a Claim Form be mailed to you by calling the Claims Administrator toll free at 1-844-412-0823. Please retain all records of your ownership of and transactions in Forterra common stock, as they may be needed to document your Claim. If you request exclusion from the Settlement Class or do not submit a timely and valid Claim Form, you will not be eligible to share in the Net Settlement Fund.Back To Top
Each Settlement Class Member will be bound by all determinations and judgments in this lawsuit, whether favorable or unfavorable, unless such person or entity mails or delivers a written Request for Exclusion from the Settlement Class, addressed to In re Forterra Inc. Securities Litigation, EXCLUSIONS, c/o Epiq, P.O. Box 4655, Portland, OR 97208-4655. The exclusion request must be received no later than June 30, 2020. You will not be able to exclude yourself from the Settlement Class after that date.
A Request for Exclusion shall not be valid and effective unless it provides all the information called for above and is received within the time stated above, or is otherwise accepted by the Court.Back To Top
At this time, it is not possible to make any determination as to how much any individual Settlement Class Member may receive from the Settlement.
Pursuant to the Settlement, Defendants have agreed to pay or cause to be paid $5,500,000 in cash. The Settlement Amount will be deposited into an escrow account. The Settlement Amount plus any interest earned thereon is referred to as the “Settlement Fund.” If the Settlement is approved by the Court and the Effective Date occurs, the “Net Settlement Fund” (that is, the Settlement Fund less (a) all federal, state and/or local taxes on any income earned by the Settlement Fund and the reasonable costs incurred in connection with determining the amount of and paying taxes owed by the Settlement Fund (including reasonable expenses of tax attorneys and accountants); (b) the costs and expenses incurred in connection with providing notice to Settlement Class Members and administering the Settlement on behalf of Settlement Class Members; and (c) any attorneys’ fees and Litigation Expenses awarded by the Court) will be distributed to Settlement Class Members who submit valid Claim Forms, in accordance with the proposed Plan of Allocation or such other plan of allocation as the Court may approve.
The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement and a plan of allocation, and the time for any petition for rehearing, appeal or review, whether by certiorari or otherwise, has expired.
The Plan of Allocation explains how the Net Settlement Fund will be allocated among purchasers and/or acquirers of Forterra common stock and how claimants’ “Recognized Claims” will be calculated. Your share of the Net Settlement Fund will depend on several things, including: (i) the quantity of Forterra common stock you bought or otherwise acquired; (ii) how much you paid for such stock; (iii) when you bought or otherwise acquired such stock; (iv) whether or when you sold such stock (and, if so, for how much you sold them); and (v) the amount of Recognized Claims of other Authorized Claimants.
It is unlikely that you will get a payment for your entire Recognized Claim, given the number of potential Class Members. After all Class Members have sent in their Proofs of Claim, the payment any Authorized Claimant will get will be their pro rata share of the Net Settlement Fund based on the Plan of Allocation approved by the Court. In general, an Authorized Claimant’s share will be his, her or its Recognized Claim divided by the total of all Authorized Claimants’ Recognized Claims and then multiplied by the total amount in the Net Settlement Fund. See the Plan of Allocation in the Notice for more information.Back To Top
The Court will hold a hearing on July 28, 2020 at 2:00 p.m. (UPDATED as of July 20, 2020), to decide whether to, among other things, approve the Settlement and the proposed Plan of Allocation. All Proofs of Claim must be submitted to the Claims Administrator, postmarked (if mailed) or received (if submitted online) on or before July 10, 2020. If the Court approves the Settlement, there may still be appeals which would delay payment, perhaps for more than a year. It also takes time for all the Proofs of Claim to be processed. Please be patient.Back To Top
Plaintiffs’ Counsel have not received any payment for their services in pursuing claims against the Defendants on behalf of the Settlement Class, nor have Plaintiffs’ Counsel been reimbursed for their out-of-pocket expenses. Before final approval of the Settlement, Lead Counsel will apply to the Court for an award of attorneys’ fees for all Plaintiffs’ Counsel in an amount not to exceed 33⅓% of the Settlement Fund. At the same time, Lead Counsel also intends to apply for reimbursement of Litigation Expenses in an amount not to exceed $100,000, which may include an application for reimbursement of the reasonable costs and expenses incurred by Plaintiffs directly related to their representation of the Settlement Class. The Court will determine the amount of any award of attorneys’ fees or reimbursement of Litigation Expenses. Such sums as may be approved by the Court will be paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or expenses.Back To Top
Settlement Class Members do not need to attend the Settlement Hearing to participate in the Settlement. The Settlement Hearing will be held on July 28, 2020 at 2:00 p.m. (UPDATED as of July 20, 2020), before the Honorable Brantley Starr at the United States District Court for the Northern District of Texas, United States Courthouse, Courtroom 1525, 1100 Commerce Street, Dallas, TX 75242. The Court reserves the right to approve the Settlement, the Plan of Allocation, Lead Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses and/or any other matter related to the Settlement at or after the Settlement Hearing without further notice to the members of the Settlement Class.Back To Top
Any Settlement Class Member who or which does not request exclusion may object to the Settlement, the proposed Plan of Allocation or Lead Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses. Objections must be in writing. You must file any written objection, together with copies of all other papers and briefs supporting the objection, with the Clerk’s Office at the United States District Court for the Northern District of Texas at the address set forth below on or before June 30, 2020. You must also serve the papers on Lead Counsel and on Defendants’ Counsel at the addresses set forth below so that the papers are received on or before June 30, 2020. You cannot ask the Court to order a larger settlement. If the Court denies approval of the Settlement, no settlement payments will be sent out and the Action will continue.
|Clerk’s Office||Lead Counsel||Defendants’ Counsel|
United States District Court
Northern District of Texas
Clerk of the Court
United States Courthouse
1100 Commerce Street
Dallas, TX 75242
Glancy Prongay & Murray LLP
Joshua L. Crowell, Esq.
1925 Century Park East, Suite 2100
Los Angeles, CA 90067
Sidley Austin LLP
Angela C. Zambrano, Esq.
2021 McKinney Ave., Suite 2000
Dallas, TX 75201
Any objection: (a) must state the name, address and telephone number of the person or entity objecting and must be signed by the objector; (b) state whether the objector is represented by counsel and, if so, the name, address, and telephone number of the objector’s counsel; (c) must contain a statement of the Settlement Class Member’s objection or objections, and the specific reasons for each objection, including any legal and evidentiary support the Settlement Class Member wishes to bring to the Court’s attention; and (d) must include documents sufficient to prove membership in the Settlement Class, including the number of shares of Forterra common stock that the objecting Settlement Class Member purchased/acquired and/or sold during the Settlement Class Period (i.e., between October 19, 2016 and August 14, 2017, inclusive), as well as the dates, number of shares, and prices of each such purchase/acquisition and sale. You may not object to the Settlement, the Plan of Allocation or Lead Counsel’s motion for attorneys’ fees and reimbursement of Litigation Expenses if you exclude yourself from the Settlement Class or if you are not a member of the Settlement Class.
You may file a written objection without having to appear at the Settlement Hearing. You may not, however, appear at the Settlement Hearing to present your objection unless you first file and serve a written objection in accordance with the procedures described above, unless the Court orders otherwise.
If you wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation or Lead Counsel’s motion for an award of attorneys’ fees and reimbursement of Litigation Expenses, and if you timely file and serve a written objection as described above, you must also file a notice of appearance with the Clerk’s Office and serve it on Lead Counsel and Defendants’ Counsel at the addresses set forth above so that it is received on or before June 30, 2020. Persons who intend to object and desire to present evidence at the Settlement Hearing must include in their written objection or notice of appearance the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the hearing. Such persons may be heard orally at the discretion of the Court.
You are not required to hire an attorney to represent you in making written objections or in appearing at the Settlement Hearing. However, if you decide to hire an attorney, it will be at your own expense, and that attorney must file a notice of appearance with the Court and serve it on Lead Counsel and Defendants’ Counsel at the addresses set forth above so that the notice is received on or before June 30, 2020.Back To Top
If you purchased or otherwise acquired any shares of Forterra common stock between October 19, 2016 and August 14, 2017, inclusive, for the beneficial interest of persons or organizations other than yourself, you must either:
If you choose the second option, the Claims Administrator will send a copy of the Postcard Notice to the beneficial owners. Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable expenses actually incurred, by providing the Claims Administrator with proper documentation supporting the expenses for which reimbursement is sought. Any dispute concerning the reasonableness of reimbursement costs shall be resolved by the Court. Copies of the Notice and the Claim Form may be downloaded here, or by calling the Claims Administrator toll-free at 1-844-412-0823.Back To Top
The Notice contains only a summary of the terms of the proposed Settlement. For more detailed information about the matters involved in this Action, you are referred to the papers on file in the Action, including the Stipulation, which may be inspected during regular office hours at the Office of the Clerk, United States District Court for the Northern District of Texas, United States Courthouse, 1100 Commerce Street, Dallas, TX 75242. Additionally, copies of the Stipulation and any related orders entered by the Court are posted here.
All inquiries concerning the Notice and the Claim Form should be directed to the Claims Administrator or Lead Counsel at:
In re Forterra Inc. Securities Litigation
P.O. Box 4655
Portland, OR 97208-4655
Joshua L. Crowell, Esq.
GLANCY PRONGAY & MURRAY LLP
1925 Century Park East, Suite 2100
Los Angeles, CA 90067
Please do not contact the Court with questions about the proposed Settlement.Back To Top
The CUSIP for the Class Period, October 19, 2016, through August 14, 2017, is 34960W106. The ticker symbol is FRTA.Back To Top