Company Announcements

AUSTIN, Texas, Aug. 22, 2024 (GLOBE NEWSWIRE) --

UNITED STATES DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA SAN JOSE DIVISION
In re ORACLE CORPORATION STOCKHOLDER DERIVATIVE LITIGATION This Document Relates to: ALL ACTIONS		Lead Case No. 5:19-cv-00764-BLF SUMMARY NOTICE OF PENDENCY AND SETTLEMENT OF DERIVATIVE ACTION Related Derivative Case: 5:19-cv-02448-BLF
		Judge: Hon. Beth Labson Freeman Date First Action Filed: Feb. 12, 2019

TO:	ALL PERSONS AND ENTITIES THAT HELD ORACLE CORPORATION (“ORACLE”) COMMON STOCK AS OF MARCH 22, 2024 AND WHO CONTINUE TO HOLD SHARES THROUGH THE DATE OF THE FINAL FAIRNESS HEARING (“CURRENT ORACLE STOCKHOLDERS”).

        PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY.
IF YOU ARE A CURRENT ORACLE STOCKHOLDER, YOUR RIGHTS WILL BE AFFECTED BY THIS SETTLEMENT.

YOU ARE HEREBY NOTIFIED of a proposed settlement (“Settlement”) of the above-referenced shareholder derivative action (the “Action”). If the Court approves the proposed Settlement, all Current Oracle Stockholders (defined below) will forever be barred from contesting the fairness, adequacy, and reasonableness of the Settlement and from pursuing the Released Plaintiffs’ Claims.   All capitalized terms used in this notice that are not defined have the meanings provided in the Stipulation of Settlement entered into on March 22, 2024 (“Stipulation”), by (1) Lead Plaintiff City of Providence (“Lead Plaintiff”); (2) Lawrence J. Ellison, Safra A. Catz, and Paula R. Hurd, as Trustee of the Hurd Family Trust and personal representative of the Estate of Mark Hurd¹ (the “Individual Defendants”); and (3) nominal defendant Oracle (together with the Individual Defendants, “Defendants”). THIS NOTICE PROVIDES ONLY A SUMMARY OF THE SETTLEMENT. You can obtain more information by reviewing the Stipulation, as well as the full Notice of Pendency and Settlement of Stockholder Derivative Action (“Notice”), both of which are available on Oracle’s investor relations website at https://investor.oracle.com, and on Lead Plaintiff’s Counsel’s website at www.labaton.com.

In exchange for the Settlement and the releases provided for, subject to the terms of the Stipulation, the Parties have agreed to several corporate governance measures for a period of at least five years from the Effective Date of the Settlement that implement review procedures after Oracle’s quarterly earnings conference calls and consideration of whether any correction, amendment, or change to any of the statements made during the call should be considered.

Co-Lead Counsel have not received any attorneys’ fees for their work, and will ask the Court, on behalf of Plaintiffs’ Counsel, for an award of attorneys’ fees, payment of reasonable litigation expenses, and a service award for Lead Plaintiff (“Fee and Expense Amount”). The total request by Plaintiffs’ Counsel will not exceed $700,000. Oracle will pay the Fee and Expense Amount awarded by the Court. Oracle Stockholders are not personally liable for any such fees or expenses.

PLEASE ALSO TAKE NOTICE that a Settlement Fairness Hearing will be held before United States District Judge Beth Labson Freeman on November 14, 2024, at 8:45 am., either in person at the United States District Court for the Northern District of California, San Jose Courthouse, Courtroom 3 – 5th Floor, 280 South 1st Street, San Jose, CA 95113, or by telephone or video conference (in the discretion of the Court), to consider whether the Judgment, substantially in the form of Exhibit A to the Stipulation, should be entered: (i) approving the terms of the Settlement as fair, reasonable, and adequate and in the best interests of Oracle and Oracle’s stockholders; (ii) dismissing the Action with prejudice, pursuant to the terms of the Stipulation; and (iii) ruling upon applications for the Fee and Expense Amount.

Please Note: The date and time of the Settlement Fairness Hearing may change without further written notice to Current Oracle Stockholders. Any changes and procedures related to remote participation will be posted on Oracle’s investor relations website at https://investor.oracle.com and Lead Plaintiffs’ Counsel’s website at www.labaton.com.

Any person or entity who or which owned Oracle common stock as of March 22, 2024 and continues to hold the stock as of the date of the Settlement Fairness Hearing (“Current Oracle Stockholder”) may object to the approval of the proposed Settlement and/or any application for the Fee and Expense Amount, and appear at the hearing to explain their views, provided that they file any such objections with the Court no later than October 24, 2024, according to the instructions in the full Notice. The Court can only approve or deny the proposed Settlement; it cannot change the terms of the Settlement.

Because the Settlement resolves a derivative lawsuit, which was brought on behalf of and for the benefit of Oracle rather than individual class members, the benefits from the Settlement will go to Oracle. Current Oracle Stockholders will not receive any direct payment from the Settlement and Current Oracle Stockholders cannot request exclusion.

ACCORDINGLY, THERE IS NO PROOF OF CLAIM FORM FOR STOCKHOLDERS TO SUBMIT IN CONNECTION WITH THIS SETTLEMENT.

If you have any questions regarding this notice, the Action, or the Settlement, you may contact Co-Lead Counsel:

Mark C. Molumphy, Esq.
Cotchett, Pitre & McCarthy
840 Malcolm Road, Suite 200
Burlingame, California 94010
(650) 697-6000
mmolumphy@cpmlegal.com

Alfred L. Fatale III, Esq.
Labaton Keller Sucharow LLP
140 Broadway
New York, NY 10005
(888) 219-6877
settlementquestions@labaton.com

PLEASE DO NOT CONTACT THE COURT, DEFENDANTS, OR DEFENDANTS’ COUNSEL REGARDING THIS NOTICE

DATED: August 8, 2024

BY ORDER OF THE U.S. DISTRICT COURT NORTHERN DISTRICT OF CALIFORNIA

 

^{____________________________
1} Defendant Mark Hurd passed away during the pendency of the Action.