WILMINGTON, Del., Dec. 1, 2025 /PRNewswire/ --

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

 

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT
OF STOCKHOLDER CLASS ACTION, SETTLEMENT HEARING, AND
RIGHT TO APPEAR

TO:   All record and beneficial owners of shares of the Keypath Education International, Inc. ("Keypath" or the "Company") common stock (including holders of CHESS Depositary Interests ("CDIs")), except the Excluded Persons, whose Keypath shares or CDIs were exchanged for cash at the closing of the Merger.¹

PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS ARE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the "Court"), that the above-captioned stockholder class action (the "Action") is pending in the Court.

YOU ARE ALSO NOTIFIED that Plaintiffs Copia Investment Partners Ltd., Maso Capital Investments Limited, Blackwell Partners LLC – Series A, and Star V Partners LLC ("Plaintiffs"), individually and on behalf of the Class, have reached a proposed settlement with Defendants Sterling Fund Management, LLC, SCP IV Parallel, L.P., Sterling Capital Partners IV, L.P., and AVI Mezz Co., L.P. ("Sterling Partners" or the "Sterling Partners Defendants"), M. Avi Epstein, R. Christopher Hoehn-Saric, and Steve Fireng (the "Individual Defendants" and, with the Sterling Partners Defendants, "Defendants") for $4,850,000.00 (USD) in cash (the "Settlement"). The terms of the Settlement are stated in the Stipulation and Agreement of Settlement, Compromise, and Release between Plaintiffs and Defendants dated September 24, 2025 (the "Stipulation"), a copy of which is available at www.keypathstockholdersettlement.com. If approved by the Court, the Settlement will resolve all claims in the Action as against Defendants.

A hearing (the "Settlement Hearing") will be held on January 13, 2026 at 1:30 p.m., before The Honorable Kathaleen St. J. McCormick, Chancellor, either in person at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or remotely by Zoom or other means (at the discretion of the Court), to, among other things: (i) determine whether to finally certify the Class for Settlement purposes only; (ii) determine whether Plaintiffs and Plaintiffs' Counsel have adequately represented the Class, and whether Plaintiffs should be finally appointed as Class Representatives for the Class and Plaintiffs' Counsel should be finally appointed as Counsel for the Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to Plaintiffs and the other members of the Class and in their best interests; (iv) determine whether the proposed Order and Final Judgment, substantially in the form attached as Exhibit D to the Stipulation, should be entered approving the Settlement, dismissing the Action with prejudice, and granting the Releases provided under the Stipulation; (v) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) determine whether and in what amount any award of attorneys' fees and payment of litigation expenses to Plaintiffs' Counsel ("Fee and Expense Award") should be paid out of the Settlement Fund; (vii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and Plaintiffs' Counsel's application for a Fee and Expense Award (the "Fee and Expense Application"); and (viii) consider any other matters that may properly be brought before the Court in connection with the Settlement. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.keypathstockholdersettlement.com.  

If you are a member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Settlement Administrator at Keypath Stockholder Settlement, c/o A.B. Data, Ltd., P.O. Box 170500, Milwaukee, WI 53217. A copy of the Notice can also be downloaded from the Settlement website, www.keypathstockholdersettlement.com. If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to "Eligible Class Members" in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Under the proposed Plan of Allocation, "Eligible Class Members" consist of (i) Eligible Beneficial Holders, the ultimate beneficial owners of any Eligible Shares held of record by the Clearing House Electronic Subregister System ("CHESS"), provided that no Excluded Persons[2] may be an Eligible Beneficial Holder, and (ii) Eligible Record Holders, the record holders of any Eligible Shares, other than CHESS, provided that no Excluded Persons may be an Eligible Record Holder. "Eligible Shares" means the shares of Keypath common stock, including CDIs, held at the September 11, 2024 Closing of the Merger that received $0.87 per share in cash (the "Merger Consideration"). Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of Eligible Shares held by the Eligible Class Member and (ii) the "Per-Share Recovery" for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares held by all Eligible Class Members. As explained in further detail in the Notice, pursuant to the Plan of Allocation, payments from the Net Settlement Fund to Eligible Class Members will be made in the same manner in which Eligible Class Members received the Merger Consideration. Eligible Class Members do not have to submit a claim form to receive a payment from the Net Settlement Fund.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Plaintiffs' Counsel's application for a Fee and Expense Award in connection with the Settlement must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiffs' Counsel and Defendants' Counsel such that they are received no later than December 30, 2025, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this notice. All questions about this notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Plaintiffs' Counsel.

Requests for the Notice should be made to the Settlement Administrator:

Keypath Stockholder Settlement
c/o A.B. Data, Ltd.
P.O. Box 170500
Milwaukee, WI 53217

Inquiries, other than requests for the Notice, should be made to Plaintiffs' Counsel:

Thomas Curry
SAXENA WHITE P.A.
824 N. Market Street, Suite 1003
Wilmington, Delaware 19801
(302) 485-0483
corpgov@saxenawhite.com

Dated: November 14, 2025

 

BY ORDER OF THE COURT OF
CHANCERY OF THE STATE OF
DELAWARE

Source:
Saxena White P.A.

 

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SOURCE Saxena White P.A.