Short Form Notice of Proposed Derivative Settlement

Rhea-AI Summary

On December 2, 2020, Ormat Technologies announced a proposed settlement in a consolidated derivative litigation case. The settlement includes corporate governance enhancements aimed at improving internal controls over accounting and compliance with financial reporting regulations. The settlement hearing is scheduled for March 22, 2021, where the court will determine the fairness of the settlement. Ormat shareholders who wish to object must submit their objections by February 22, 2021. Shareholders not filing objections will waive their rights concerning the settlement.

Positive

• Corporate governance enhancements to improve internal controls over financial reporting.
• Settlement approved by the full Board, indicating a commitment to shareholder interests.

Negative

• Ongoing litigation may indicate past governance issues affecting investor confidence.
• Shareholders must actively file objections to maintain their rights, adding complexity.

RENO, Nevada, Dec. 02, 2020 (GLOBE NEWSWIRE) --

UNITED STATES DISTRICT COURT

DISTRICT OF NEVADA

IN RE ORMAT TECHNOLOGIES, INC.     DERIVATIVE LITIGATION

Case No. 18-cv-00439

SHORT FORM NOTICE OF PROPOSED DERIVATIVE SETTLEMENT

TO:     ALL RECORD HOLDERS AND BENEFICIAL OWNERS OF ORMAT TECHNOLOGIES, INC. (“ORMAT” OR THE “COMPANY”) COMMON STOCK AS OF DECEMBER 2, 2020 (THE “RECORD DATE”)

PLEASE TAKE NOTICE that the above-captioned consolidated derivative action (the “Consolidated Derivative Action”) is being settled on the terms set forth in a Stipulation of Settlement, dated July 10, 2020 (the “Stipulation” or “Settlement”).¹  Under the terms of the Stipulation, as a part of the proposed Settlement, Ormat will adopt certain corporate governance enhancements.  These reforms are designed to address the claims asserted in the Consolidated Derivative Action and enhance Ormat’s internal controls over accounting and compliance with applicable laws, rules and regulations regarding financial reporting.

The full Board reviewed the derivative settlement parameters, and exercising its business judgment and mindful of its duties to stockholders, approved the Settlement.

IF YOU WERE A RECORD OR BENEFICIAL OWNER OF ORMAT COMMON STOCK AS OF DECEMBER 2, 2020 PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY AS YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THE ABOVE REFERENCED LITIGATION.

On March 22, 2021, at 10:00 a.m., the Court will hold a hearing (the “Settlement Hearing”) in the Consolidated Derivative Action, either in person, telephonically or via video.  The purpose of the Settlement Hearing is to determine (i) whether the Settlement is fair, reasonable and adequate (ii) whether a final judgment should be entered and the Consolidated Derivative Action should be dismissed with prejudice pursuant to the Stipulation; and (iii) such other matters as may be necessary or proper under the circumstances.

Any Ormat stockholder that objects to the Settlement shall have a right to appear and to be heard at the Settlement Hearing, provided that he, she or it was a stockholder of record or beneficial owner as of December 2, 2020.  Any Ormat stockholder who satisfies this requirement may enter an appearance through counsel of such stockholder’s own choosing and at such stockholder’s own expense, or may appear on their own.  However, no stockholder of Ormat shall be heard at the Settlement Hearing unless, no later than February 22, 2021, such stockholder has filed with the Court, a written notice of objection containing the following information:

1. Your name, legal address, and telephone number;
2. The case name and number (In re Ormat Technologies, Inc. Derivative Litigation, Case No. 18-cv-0049);
3. Proof of being a Ormat stockholder as of the Record Date, December 2, 2020;
4. The date(s) you acquired your Ormat shares;
5. A statement of each objection being made;
6. Notice of whether you intend to appear at the Settlement Hearing (you are not required to appear);
7. Copies of any papers you intend to submit to the Court, along with the names of any witness(es) you intend to call to testify at the Settlement Hearing and the subject(s) of their testimony; and
8. The identities of any cases, by name, court, and docket number, in which the objector or his, her, or its attorney has objected to a settlement in the last three years.

Only stockholders who have filed and delivered valid and timely written notices of objection will be entitled to be heard at the Settlement Hearing unless the Court orders otherwise.

If you wish to object to the proposed Settlement, you must file the written objection described above with the Court on or before February 22, 2021.

Any Ormat stockholder as of December 2, 2020 who does not make his, her or its objection in the manner provided herein shall be deemed to have waived such objection and shall be forever foreclosed from making any objection to the fairness, reasonableness or adequacy of the Settlement as incorporated in the Stipulation and/or to the separately negotiated attorneys’ fees and expenses to Plaintiffs’ Counsel, unless otherwise ordered by the Court, but shall otherwise be bound by the Judgment to be entered and the releases to be given.

Inquiries may be made to Plaintiff’s Counsel:
Thomas J. McKenna, Gainey McKenna & Egleston, 501 Fifth Avenue, 19th Floor, New York, New York 10017, telephone: 212-983-1300, facsimile:  212-983-0383

PLEASE DO NOT CONTACT THE COURT REGARDING THIS NOTICE
DATED:  December 2, 2020

____________________

¹ This notice should be read in conjunction with, and is qualified in its entirety by reference to, the text of the Stipulation, which has been filed with the United States District Court for the District of Nevada.  A link to the Form 8-K filed with the SEC containing the text of the Stipulation may be found on the Company’s website at the Investor Relations page at https://investor.ormat.com/corporate-profile/default.aspx.  All capitalized terms herein have the same meanings as set forth in the Stipulation. 

Ormat Technologies Contact:
Smadar Lavi
VP Corporate Finance and Head of Investor Relations
775-356-9029 (ext. 65726)
slavi@ormat.com

FAQ

What is the date of the settlement hearing for Ormat Technologies?

The settlement hearing is scheduled for March 22, 2021.

What do Ormat shareholders need to do if they want to object to the settlement?

Shareholders must file written objections by February 22, 2021.

What are the proposed changes as part of the Ormat settlement?

The settlement includes corporate governance enhancements and improved internal controls over financial reporting.

What happens if a shareholder does not file an objection to the Ormat settlement?

They will be deemed to have waived their objection and will be bound by the judgment.

What is the significance of the proposed settlement for Ormat Technologies?

It aims to address claims of past governance issues and improve compliance with financial regulations.