The information contained on this website is only a summary of the information presented in more detail in the Notice of Pendency of Stockholder Class Action and Proposed Settlement with Defendants Liaw and IVP Entities, Settlement Hearing, and Right to Appear, which you can access here. 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 action (the “Action”) arising out of the merger of MINDBODY, Inc. (“Mindbody”) with affiliates of Vista Equity Partners Management, LLC (“Vista”) on February 15, 2019 (the “Merger”). Lead Plaintiffs in the Action, Luxor Capital Partners, LP, Luxor Capital Partners Offshore Master Fund, LP, Luxor Wavefront, LP, and Lugard Road Capital Master Fund, LP (collectively, “Lead Plaintiffs” or “Luxor”) allege that defendants Richard Stollmeyer (“Stollmeyer”) and Eric Liaw (“Liaw”) breached their fiduciary duties in connection with their approval of the Merger and by causing Mindbody to issue a false and misleading Proxy statement in connection with the Merger. Lead Plaintiffs further allege that Mindbody, Vista, Torreys Parent, LLC (“Torreys Parent”), Torreys Merger Sub, Inc. (“Torreys Merger Sub”), and Institutional Venture Partners XIII, L.P. and Institutional Venture Management XIII LLC (the “IVP Entities,” and together with Stollmeyer, Liaw, Mindbody, Vista, Torreys Parent, Torreys Merger Sub, and the IVP Entities, “Defendants”) aided and abetted those breaches of fiduciary duty.
Lead Plaintiffs, on behalf of themselves and the Court-certified Class (defined below), and settling defendants Liaw and IVP Entities (together, the “Settling Defendants”) have reached a settlement for $27,000,000 in cash (the “Settlement”).
On June 8, 2022, the Court held a hearing to consider final approval of the Settlement and related matters. Following the hearing, the Court entered an Order and Final Judgment approving the Settlement and awarding attorney's fees and litigation expenses.
The Settlement, resolves all claims in the Action as against the Settling Defendants. The Settlement does not settle or release any claims or dissenter rights (including appraisal under Section 262 of the Delaware General Corporation Law (DGCL) brought by Lead Plaintiffs against non-settling defendants Stollmeyer, Mindbody, Vista, Torreys Parent, and Torreys Merger Sub (together with their parents, affiliates, subsidiaries, officers, directors (except for Settling Defendant Liaw), predecessors, successors, and assigns, the “Non-Settling Defendants”). Lead Plaintiffs continue to prosecute their claims in the Action against the Non-Settling Defendants.
If you are a member of the Class, your rights will be affected, and you may be eligible for a payment from the Settlement. The Class certified by the Court's Order dated December 17, 2021 consists of:
All holders of Mindbody common stock as of the closing of the merger with affiliates of Vista on February 15, 2019 (“Closing”), whether beneficial or of record, including their legal representatives, heirs, successors in interest, transferees and assignees of all such foregoing holders.
Excluded from the Class are: (i) defendants in this Action, (ii) any person who is, or was at the time of Closing, an officer, director, or partner of Mindbody, Vista, or the IVP Entities, (iii) the immediate family members, meaning the parents, spouse, siblings, or children, of any of the foregoing, (iv) any trusts, estates, entities, or accounts that held Mindbody 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 (the “Excluded Stockholders”).
PLEASE NOTE: The 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 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 from the Settlement, your distribution will be paid to you directly.
Please be patient, as it will take some time to conduct the Settlement distribution.
CLASS MEMBERS’ LEGAL RIGHTS IN THE SETTLEMENT:
RECEIVE A PAYMENT FROM THE SETTLEMENT. CLASS MEMBERS DO NOT NEED TO SUBMIT A CLAIM FORM.
If you are a member of the Class (defined in paragraph 17 of the Notice), 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. Your distribution from the Settlement will be paid to you directly. See paragraphs 23-30 of the Notice for further discussion.
How do I obtain more information?
More detailed information about the Action and the Settlement is contained in the Notice. If you have questions, you may contact the Settlement Administrator by calling toll-free 1-855-606-1085; emailing info@MindbodyMergerLitigation.com; or mailing a letter to:
Mindbody Merger Litigation
c/o JND Legal Administration
P.O. Box 91014
Seattle, WA 98111
Inquiries should NOT be directed to the Court, the Clerk of the Court, Defendants, or their counsel.