F. Malloy v. Anheuser-Busch Companies, LLC, et al.

The purpose of the Notice is to notify Class Members of the existence of the Action and the terms of the proposed Settlement of the Action. The Notice is also being sent to inform Class Members of a hearing that the Court has scheduled to consider the fairness, reasonableness, and adequacy of the Settlement, the application for attorneys’ fees and expenses by Plaintiff’s Counsel—Block & Leviton LLP (“Class Counsel”) and Larkins Vacura Kayser LLP (“Liaison Counsel”)—and the application by Plaintiff for an incentive award. See paragraphs 64-65 of the Notice for details about the Settlement Hearing, including the location, date, and time of the hearing.

The Court directed that the Notice be mailed to you because you may be a member of the Class. The Court has directed us to send you the Notice because, as a 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 the Action and the proposed Settlement generally affect your legal rights. Please Note: The Court may approve the proposed Settlement with such modifications as the Settling Parties may agree to, if appropriate, without further notice to the Class.

The issuance of the Notice is not an expression by the Court of any findings of fact or any opinion concerning the merits of any claim in the Action, and the Court has not yet decided whether to approve the Settlement. If the Court approves the Settlement, then payments to eligible Class Members (see paragraphs 42-50 of the Notice) will be made after any appeals are resolved. 

PLEASE NOTE: Receipt of the Notice does not mean that you are a Class Member or that you will be entitled to receive a payment from the Settlement.

THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT. THE COURT HAS MADE NO FINDINGS WITH RESPECT TO THE FOLLOWING MATTERS AND THESE RECITATIONS SHOULD NOT BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY OF THE CLAIMS OR DEFENSES RAISED BY ANY OF THE PARTIES.

On November 11, 2019, CBA and Anheuser-Busch announced that Anheuser-Busch would purchase all of CBA’s outstanding stock that it did not already own for $16.50 per share (the “Merger”), for total consideration of approximately $221 million (the “Merger Consideration”).

On January 14, 2020, plaintiff Evan Birkby filed a Class Action Complaint (the “Birkby Action”) in the Court asserting claims on behalf of a putative class against CBA, Anheuser-Busch, and the Director Defendants in connection with the Merger. See Birkby v. Craft Brew Alliance, Inc., et al., No. 20CV02867. 

On January 16, 2020, Plaintiff served CBA with a demand for the inspection of books and records (the “Demand”) pursuant to Washington common law and Revised Code of Washington (RCW) § 23B.16.020. The stated purposes of that demand were, among other things, to investigate alleged mismanagement by the CBA Board of Directors (the “Board”) and/or corporate officers in connection with the Merger and to investigate the possibility of breaches of fiduciary duty by the Board and/or corporate officers in connection with the Merger.

On January 21, 2020, CBA filed with the U.S. Securities and Exchange Commission a more than 200-page proxy statement disclosing, among other things, details about the Merger and how it was negotiated. CBA recommended that stockholders approve the Merger by the affirmative vote of a majority of the outstanding shares of CBA common stock not owned by A-B or any of its affiliates.

On January 30, 2020, counsel to CBA responded to Plaintiff’s Demand.

On February 25, 2020, CBA convened a special meeting of its stockholders to vote on the Merger. More than 98% of the shares voted by proxy and at the special meeting were in favor of the Merger, including a majority of the outstanding shares held by investors other than A B or its affiliates.

On June 18, 2020, following negotiations, the Company produced non-public documents to Plaintiff in response to the Demand.

On July 9, 2020, plaintiff Tim Malloy filed an action (the “Malloy Action”) in the Court similar to the Birkby Action. See Tim Malloy v. Craft Brew Alliance, Inc., et al., No. 20CV23549.  

On September 18, 2020, CBA announced that the United States Department of Justice had agreed to clear the Merger subject to conditions outlined in a consent decree, including that CBA was required to divest its entire Kona brand business in the state of Hawaii to proceed with the Merger.

On September 30, 2020, the Merger closed, and CBA’s public stockholders subsequently received the Merger Consideration.

On November 13, 2020, Plaintiff filed a Class Action Complaint in the Court asserting claims on behalf of a putative class against Anheuser-Busch and its Belgian parent company, Anheuser-Busch InBev SA/NV (collectively, the “A-B Defendants”), and CBA Directors David R. Lord, Timothy P. Boyle, Marc J. Cramer, Paul D. Davis, Matthew Gilbertson, Kevin R. Kelly, Nickolas A. Mills, and Jacqueline S. Woodward (the “Director Defendants”) in connection with the Merger, in the matter captioned Frederick Malloy v. Anheuser-Busch Co., LLC et al., No. 20CV39850. 

On November 16, 2020, Plaintiff served requests for the production of documents on the A-B Defendants and the Director Defendants. On December 28, 2020, Plaintiff purported to serve the Complaint on Anheuser-Busch InBev SA/NV in Brussels, Belgium, pursuant to the Hague Convention.

Also in December 2020, upon consideration of the motion by Plaintiff Frederick Malloy, the Court consolidated this Action, the Birkby Action, and the Malloy Action.

On March 31, 2021, the Court held a hearing to consider: (i) Plaintiff Frederick Malloy’s Motion to Appoint Lead Plaintiff, Lead Counsel, and Liaison Counsel, and (ii) Plaintiffs Evan Birkby and Tim Malloy’s (joint) Motion for Appointment of Co-Lead Plaintiffs and Co-Lead Counsel, which the parties had briefed.

On April 26, 2021, the Court granted Plaintiff Frederick Malloy’s Motion and appointed him Lead Plaintiff, along with Block & Leviton LLP as Lead Counsel and Larkins Vacura Kayser as Liaison Counsel. Plaintiffs Evan Birkby and Tim Malloy later dismissed their actions with prejudice.

On June 25, 2021, Anheuser-Busch and the Director Defendants moved to dismiss Plaintiff’s claims against them for lack of jurisdiction over the subject matter and failure to state ultimate facts sufficient to constitute a claim. The same day, Anheuser-Busch InBev SA/NV moved to dismiss the claims against it for lack of personal jurisdiction over it and failure to state ultimate facts sufficient to constitute a claim. 

On June 30, 2021, Defendant Anheuser-Busch and the Director Defendants served written responses and objections to Plaintiff’s requests for the production of documents.

On August 2, 2021, Defendant Anheuser-Busch InBev SA/NV served written responses and objections to Plaintiff’s requests for the production of documents without acknowledging or agreeing that the Court had personal jurisdiction over Anheuser-Busch InBev SA/NV and without waiving its objections to, and arguments concerning, personal jurisdiction.

On August 5, 2021, Plaintiff sent discovery letters to the A-B Defendants and the Director Defendants, proposing to meet and confer to discuss the A-B Defendants’ and the Director Defendants’ written responses and objections to Plaintiff’s requests for the production of documents.

On August 25, 2021, Plaintiff filed an Amended Class Action Complaint, which was subsequently amended on September 9, 2021 (the “Second Amended Complaint”). The Second Amended Complaint pleaded claims against the A-B Defendants, the Director Defendants, and Andrew J. Thomas, J. Scott Mennen, and Christine N. Perich (collectively, the “Officer Defendants” and, together with the A-B Defendants and the Director Defendants, “Defendants”). The Second Amended Complaint alleged, among other things, that Defendants breached their fiduciary duties to the Company’s public stockholders and that, consequently, the Company’s public stockholders suffered damages. The Second Amended Complaint also alleged that the A-B Defendants aided and abetted the Director and Officer Defendants’ breaches of fiduciary duty.

Specifically, the Second Amended Complaint alleged that the A-B Defendants caused CBA’s stock price to crater artificially so that A-B could purchase the stock at a discount while using its power as CBA’s alleged controller to maintain the threat of vetoing any alternative strategic transaction. The Second Amended Complaint further alleged that by controlling, influencing, and/or causing CBA to enter into the Merger for a price that was unfair to the Company’s unaffiliated stockholders through a process that was unfair, (i) the A-B Defendants, as CBA’s controlling stockholders, breached their fiduciary duties; (ii) the Director Defendants, in their capacity as directors, breached their fiduciary duties; and (iii) the Officer Defendants, in their capacity as officers, breached their fiduciary duties. 

In or about August 2021, the parties began discussing the possibility of scheduling a mediation to occur after the parties’ briefing on Defendants’ Motions to Dismiss the Second Amended Complaint. The parties later scheduled a mediation with experienced mediator Jed Melnick, Esq. for January 25, 2022. 

In August and September 2021, Plaintiff served requests for the production of documents on non-parties Goldman Sachs & Co. LLC (“Goldman Sachs”) and Lazard Fréres & Co. LLC, both of which served as financial advisors to certain parties to the Merger. 

On October 4, 2021, Defendants filed motions to dismiss the Second Amended Complaint (the “Motions to Dismiss”) for failure to state a claim as a matter of law. Anheuser-Busch, the Director Defendants, and the Officer Defendants moved to dismiss the Second Amended Complaint for lack of jurisdiction over the subject matter and failure to state ultimate facts sufficient to constitute a claim. Anheuser-Busch InBev SA/NV moved to dismiss for lack of personal jurisdiction, and, in the alternative, for failure to state ultimate facts sufficient to constitute a claim against it. The Motions to Dismiss vigorously disputed the Plaintiff’s claims and allegations in the Second Amended Complaint.

Anheuser-Busch, the Director Defendants, and the Officer Defendants argued in the Motions to Dismiss, among other things, that (i) Plaintiff’s exclusive remedy under Washington law was through an appraisal proceeding; (ii) Plaintiff had no standing to sue, because his claims were derivative, not direct; (iii) Anheuser-Busch was not a controller or majority holder of CBA and did not owe CBA fiduciary duties because it owned less than half of CBA’s common stock and appointed only two out of eight directors to the CBA Board; (iv) the approval of the Merger by the vote of a majority of disinterested shareholders and by the unanimous Special Committee insulated the Merger from challenge; (v) CBA’s Articles of Incorporation exculpated the Director Defendants from fiduciary duty claims; and (vi) the aiding and abetting claim against Anheuser-Busch failed, because Plaintiff had failed to plead the existence of an underlying harm. Anheuser-Busch InBev SA/NV argued that the Court lacked personal jurisdiction over it because it is a Belgian company that never held stock in CBA and was not a party to the Merger. It also argued that, in the alternative, the Second Amended Complaint failed to state a claim against it, because it did not owe or breach any fiduciary duties to CBA and could not be held liable for the actions of its subsidiary.

On October 7, 2021, Goldman Sachs produced non-public documents to Plaintiff regarding the Merger. Goldman Sachs produced additional non-public documents to Plaintiff on October 27, 2021. 

On November 1, 2021, Plaintiff filed his Omnibus Opposition to the Motions to Dismiss, vigorously disputing each of Defendants’ arguments. 

On November 22 and 24, 2021, Defendants filed their reply briefs in further support of the arguments made in their Motions to Dismiss.

On January 25, 2022, the Settling Parties attended an arms’ length mediation session with Mr. Melnick, for which they submitted extensive mediation statements and exhibits, including damage analyses. During an all-day mediation, the Settling Parties negotiated in good-faith in an attempt to settle the Action. The mediation was unsuccessful.

On February 10, 2022, as a result of the ongoing negotiations conducted through Mr. Melnick, the Settling Parties reached an agreement-in-principle to settle the Action for a total of $4,500,000. The Settling Parties continued to negotiate the terms of the Settlement during the following months.

On June 24, 2022, the Settling Parties executed a term sheet, after which they negotiated the complete terms of the Settlement.

On June 29, 2022, the Settling Parties informed the Court of their agreement to resolve all claims asserted by Plaintiff and the Class against Defendants in the Action.

On August 11, 2022, Plaintiff submitted an unopposed motion for preliminary approval of the Action.

On September 19, 2022, the Court granted the motion for preliminary approval of the Settlement, preliminarily certifying the Class and approving the notice of the Settlement to be provided to potential Class Members. The Court also scheduled the Settlement Hearing to, among other things, consider whether to grant final approval to the Settlement.
 

If you are a member of the Class, you are subject to the Settlement. The Class certified in the Court’s Preliminary Approval Order consists of:

     All record and beneficial holders of CBA common stock who were entitled to receive cash in exchange for their common stock of CBA upon completion of the Merger on September 30, 2020, with the exception of (i) Defendants, (ii) any person who was an executive officer or director of CBA, Anheuser-Busch, or Anheuser-Busch InBev SA/NV when the Merger was announced on November 11, 2019, and (iii) any parent, subsidiary or affiliate of CBA, Anheuser-Busch, or Anheuser-Busch InBev SA/NV when the Merger was announced on November 11, 2019.

PLEASE NOTE: The Class is an “opt-out” class. See paragraphs 51–57 of the Notice for information on how to exclude yourself from the Class.

In consideration of the settlement of the Plaintiff’s Released Claims against Defendants and the other Defendants’ Released Parties, Defendants will cause $4,500,000 to be deposited into an interest-bearing escrow account for the benefit of the Class. See paragraphs 43–50 of the Notice for details about the distribution of the Net Settlement Fund to the Settlement Payment Recipients (as defined in paragraph 45). 

Plaintiff believes that the claims asserted against Defendants in the Action have merit. Plaintiff and his counsel recognize and acknowledge, however, the risk, expense, and delays involved in continued proceedings necessary to prosecute the Action against Defendants through trial and potential appeals. The outcome of any litigation is necessarily highly uncertain, especially in complex actions such as the Action. Plaintiff and his counsel also are mindful of the inherent problems of proof of, and possible defenses to, the claims asserted in the Action. Defendants’ Motions to Dismiss raised a number of threshold dispositive issues and, had Defendants prevailed on any one of them, this Action would be dismissed with respect to the Class. Plaintiff and his counsel have concluded, based upon their investigation (including the retention of a valuation expert), discovery, and analysis, that the terms and conditions of the Settlement are fair, reasonable, and adequate, and that the Settlement confers substantial benefits upon the Class and is in the best interests of the Class, and have agreed to settle the claims raised in this Action after considering (a) the benefits that the Class will receive as a result of the Settlement, (b) evidence adduced to date through the discovery process, (c) the attendant risks of litigation, and (d) the desirability of permitting the Settlement to be consummated as provided by its terms.

Defendants believe that the claims asserted against them in the Action do not have any merit. Defendants have denied, and continue to deny, that any of them has engaged in any of the wrongful acts alleged in the Action or committed or has threatened to commit any wrongdoing, violation of law, or breach of duty or aided or abetted any such wrongdoing, violation, or breach of duty owed to the Class in the Action, and Defendants expressly maintain that they diligently and scrupulously complied with their fiduciary and/or other legal duties. Defendants expressly deny all allegations of wrongdoing, fault, liability, or damage to Plaintiff as well as to each and every other Class Member, and further deny that Plaintiff has asserted valid claims. Defendants are entering into this Settlement solely to eliminate the distraction, burden, and expense of further litigation, and to obtain the releases, orders, and judgment contemplated by this Settlement, and to put to rest with finality all claims that have been, could have been, could now be, or in the future could, can, or might be asserted against Defendants. Nothing in the Settlement and the Stipulation shall be construed as, or deemed to be, evidence of or an admission or concession on the part of any of Defendants with respect to any claim or factual allegation or of any fault or liability or wrongdoing or damage whatsoever or any infirmity in the defenses that any of Defendants have or could have asserted.
 

Please Note: If you are eligible to receive a payment from the Net Settlement Fund, you do not have to submit a claim form to receive your payment. 

As stated in FAQ 4 above, the $4,500,000 Settlement Amount will be deposited into an interest-bearing escrow account for the benefit of the Class. If the Settlement is approved by the Court and the Effective Date of the Settlement occurs, the “Settlement Fund” (that is, the Settlement Amount plus any and all interest accrued thereon) less Administrative Costs, Taxes, Tax Expenses, and any Fee and Expense Award ordered by the Court (the “Net Settlement Fund”) will be distributed in accordance with the Stipulation. 

The Net Settlement Fund will not be distributed unless and until the Court has approved the Settlement, and the time for any petition for rehearing, appeal, or review by an Oregon appellate court has expired.

The Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members who do not opt out of the Settlement in accordance with the procedures described in paragraphs 51–57 of the Notice (the “Settlement Payment Recipients”). “Eligible Class Members” means Eligible Closing Date Beneficial Holders (defined in paragraph 46) and Eligible Closing Date Record Holders (defined in paragraph 47).

“Eligible Closing Date Beneficial Holder” means the ultimate beneficial owner of any shares of CBA common stock held of record by Cede & Co. at the time such shares were exchanged for the Merger Consideration, provided that no Excluded Party may be an Eligible Closing Date Beneficial Holder.

“Eligible Closing Date Record Holder” means the record holder of any shares of CBA common stock, other than Cede & Co., at the time such shares were exchanged for the Merger Consideration, provided that no Excluded Party may be an Eligible Closing Date Record Holder.

Each Settlement Payment Recipient will receive a pro rata payment from the Net Settlement Fund equal to the product of (a) the number of shares of CBA common stock held by the Settlement Payment Recipient at the time such shares were exchanged for the Merger Consideration and (b) 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 shares of CBA common stock held by all of the Settlement Payment Recipients at the time such shares were exchanged for the Merger Consideration in connection with the Closing of the Merger. 

Payments from the Net Settlement Fund to Settlement Payment Recipients will be made in the same way Settlement Payment Recipients received the Merger Consideration. In other words, if your shares of CBA common stock were held in “street name” and the Merger Consideration was deposited into your brokerage account, your broker will be responsible for depositing your Settlement payment into that same brokerage account.

Subject to Court approval, Class Counsel will direct the Claims Administrator to conduct the distribution of the Net Settlement Fund to Settlement Payment Recipients as follows:

1. With respect to shares of CBA common stock held of record at the Closing by DTCC, through its nominee Cede, the Claims Administrator will obtain all information necessary to identify all DTCC Participants who received the Merger Consideration in exchange for CBA common stock in connection with the Merger, the number of shares as to which each DTCC Participant received payment (and/or the amount of consideration each DTCC Participant received), the participant’s broker DTCC number and tax identification number, and the correct address or other contact information used to communicate with the appropriate representatives of each DTCC Participant that received Merger Consideration.

2. Using that information, the Claims Administrator shall cause that portion of the Net Settlement Fund to be allocated to Settlement Payment Recipients who held their shares through DTCC to be paid to the DTCC Participants by paying each DTCC Participant the Per-Share Recovery times that DTCC Participant’s respective Closing Security Position, using the same mechanism that DTCC used to distribute the Merger Consideration and subject to payment suppression instructions provided by the Claims Administrator with respect to Excluded Shares, Opt-Out Members’ shares, and any other shares ineligible for recovery from the Settlement. The DTCC Participants and their respective customers, including any intermediaries, shall then ensure pro rata payment to each Settlement Payment Recipient based on the number of shares beneficially owned by such Settlement Payment Recipient at the time such shares were converted into the right to receive the Merger Consideration in connection with the closing of the Merger. If any payment from the Net Settlement Fund is undeliverable to the Settlement Payment Recipient or in the event a check is not cashed by the stale date (i.e., more than six months from the check’s issue date), the DTCC Participants and their respective customers shall follow their respective policies with respect to further attempted distribution or escheatment.

3. With respect to shares of CBA common stock held of record at the Closing other than by Cede, as nominee for DTCC (a “Closing Non-Cede Record Position”), the payment with respect to Settlement Payment Recipients for each such Closing Non-Cede Record Position shall be made by the Claims Administrator from the Net Settlement Fund directly to the Eligible Closing Date Record Holder of each Closing Non-Cede Record Position that represents a Settlement Payment Recipient in an amount equal to the Per-Share Recovery times the number of shares comprising such Closing Non-Cede Record Position.

4. A person who purchased shares of CBA common stock on the Closing of the Merger on September 30, 2020 but had not settled those shares at the Closing (“Non-Settled Shares”) shall be treated as an Eligible Class Member with respect to those Non-Settled Shares, and a person who sold those Non-Settled Shares on or before the Closing on September 30, 2020 shall not be treated as an Eligible Class Member with respect to those Non-Settled Shares.

5. If there is any balance remaining in the Account or the Net Settlement Fund after six months from the initial date of distribution of the Net Settlement Fund (whether by reason of tax refunds, uncashed checks, or otherwise), Plaintiff’s Counsel and the Claims Administrator shall, if feasible, reallocate such balance among Settlement Payment Recipients in an equitable fashion and in the same manner as the initial distribution. These redistributions shall be repeated until the balance remaining in the Net Settlement Fund is no longer economically reasonable or feasible to distribute to Class Members. Thereafter, any balance that remains in the Net Settlement Fund shall be donated and paid to the Oregon State Bar for the funding of legal services provided through the Legal Services Program established under ORS 9.572.
    

If you do not want a payment from this Settlement, but you want to keep any right you may have to sue the Defendants’ Released Parties on your own about the Released Claims, then you must take steps to exclude yourself from the Settlement. Excluding yourself is known as “opting out” of the Class. Defendants may terminate the Settlement if a certain number of eligible members of the Class opt out of the Class.

To “opt-out” (exclude yourself) from the Class, you must send a signed letter by First-Class Mail and email stating that you “request exclusion from the Class in F. Malloy v. Anheuser-Busch Companies, LLC, et al., Case No. 20-cv-39850.” Your letter must include (a) an unambiguous request to be excluded from the Class; (b) your full name, address, telephone number, signature, tax identification number, and the number of shares of CBA common stock you beneficially owned for which you received cash at the time of the closing of the Merger on September 30, 2020; (c) a copy or copies of account statements or other documentary evidence of the number of CBA shares you beneficially owned that had the right to be exchanged for cash at the time of the closing of the Merger on September 30, 2020; and (d) if you are the ultimate beneficial owner of any shares of CBA common stock held of record by Cede at the time such shares were exchanged for the Merger Consideration, the following language: “I, ____[Full Name]_____, hereby agree to indemnify and defend DTCC and Cede & Co., and each of their respective subsidiaries and affiliates, officers, directors, employees, agents and attorneys, (the “Indemnitees”) against, and hold the Indemnitees harmless from, any losses and legal actions suffered or incurred by the Indemnitees resulting from, relating to, arising out of or in connection with the request for exclusion from the Class, except as a result of Indemnitee’s willful misconduct or gross negligence. By way of example but not by way of limitation, this indemnity applies to Legal Actions between the Indemnitees and me.” This language is necessary to exclude yourself from the Class and stop the payment of the pro rata share of the Net Settlement Fund that would otherwise be distributed into your account. You must sign the request for exclusion under penalty of perjury. So-called “mass” or “class” opt-outs are not allowed.

You must mail and email your exclusion request by First-Class Mail, postmarked no later than December 30, 2022, to Craft Brew Securities Litigation, c/o Claims Administrator – Exclusions, 1650 Arch Street, Suite 2210, Philadelphia, PA 19103 and info@craftbrewsecuritieslitigation.com, with mail and email copies served on Plaintiff’s Counsel and Defendants’ Counsel at the addresses set forth in paragraph 66 of the Notice.

You cannot exclude yourself or opt out by telephone or solely by e-mail or through any group opt-out request. Your exclusion request must comply with these requirements to be valid. If you submit a valid exclusion request, you will not get any settlement payment and you cannot object to the Settlement. 

If you do not exclude yourself, you give up any rights to sue Defendants and Defendants’ Released Parties for all Released Claims. If you have a pending lawsuit against Defendants and Defendants’ Released Parties concerning any Released Claims, speak to your lawyer in that case immediately. You must exclude yourself from this Class to continue your own lawsuit. Remember, the exclusion deadline is December 30, 2022.

To retract a request for exclusion, a Class Member must serve on Class Counsel and counsel for Defendants at least two (2) calendar days prior to the Settlement Hearing or any adjournment thereof, a signed written notice (a) retracting such Exclusion Request and (b) agreeing to be bound by any judgment or Settlement in the Action (including all releases in the Settlement). Such a retraction must be signed under penalty of perjury.  

If you exclude yourself, you will not receive any money. You may, however, exercise any right you may have to sue, continue to sue or be part of a different lawsuit against Defendants or Defendants’ Released Parties.

If the Settlement is approved, the Court will enter an order and final judgment (the “Order and Final Judgment”). Pursuant to the Order and Final Judgment, the claims asserted against Defendants in the Action will be dismissed with prejudice and the following releases will occur: 

1. Release of Claims by Plaintiff and the Class: Upon the Effective Date of the Settlement, by operation of the Order and Final Judgment and without further action by anyone, Plaintiff and each Class Member, on behalf of themselves, their legal representatives, heirs, executors, administrators, estates, and direct or indirect predecessors, successors, predecessors-in-interest, successors-in-interest, affiliates and assigns, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them, will be deemed to have fully, finally, and forever released, settled, and discharged any and all Released Plaintiff’s Claims (defined below) against the Defendants’ Released Parties (defined below). Each of the Defendants’ Released Parties is expressly granted the right to enforce these releases.
   1. “Released Plaintiff’s Claims” means any and all claims, rights, and causes of action of every nature and description, including known claims and Unknown Claims (defined below), whether arising under state, federal, common, or foreign law, whether direct or derivative, arising out of or relating in any way to the purchase or other acquisition by Anheuser-Busch of all the shares it did not own of CBA (including any disclosures related thereto and any claims arising from such disclosures), that are, have been, could have been, could now be, or in the future could, can, or might be asserted, in F. Malloy v. Anheuser-Busch Companies, LLC, et al., Case No. 20-cv-39850 (Or. Cir. Ct) or in any other court, tribunal, or proceeding by Plaintiff, any other former CBA stockholder, or any Class Member, against any of the Defendants’ Released Parties. Each of the Defendants’ Released Parties is expressly granted the right to enforce the releases in the Stipulation.
   2. “Defendants’ Released Parties” means the Defendants and their respective past or present family members, spouses, heirs, trusts, trustees, executors, estates, administrators, beneficiaries, fiduciaries, general or limited partners or partnerships, joint ventures, member firms, limited liability companies, corporations, parents, subsidiaries, divisions, affiliates (including but not limited to CBA), associated entities, shareholders, principals, members, managing members, managing agents, predecessors, predecessors-in-interest, successors, successors-in-interest, assigns, investment bankers, entities providing any fairness opinion, underwriters, brokers, dealers, lenders, commercial bankers, accountants, and associates, and all past and present officers, directors, managers, agents, consultants, employees, representatives, attorneys, estates, insurers, reinsurers, and advisors of any of the foregoing.
   3. “Released Parties” are the Plaintiff’s Released Parties (defined below) and the Defendants’ Released Parties.
   4. “Releasing Parties” means Plaintiff and each Class Member, on behalf of themselves, their legal representatives, heirs, executors, administrators, estates, and direct or indirect predecessors, successors, predecessors-in-interest, successors-in-interest, affiliates and assigns, and any person or entity acting for or on behalf of, or claiming under, any of them, and each of them, and the Officer Defendants, the Director Defendants, and Anheuser-Busch, on behalf of itself, its direct and indirect subsidiaries, and its direct and indirect parents, including Anheuser-Busch InBev SA/NV (a foreign entity not party to the Merger).
   5. “Unknown Claims” means (1) any claim that any of the Plaintiff’s Released Parties does not know or suspect to exist in his, her, or its favor at the time of the Effective Date, including without limitation claims which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Defendants’ Released Parties, or might have affected his, her, or its decision(s) with respect to the Settlement, including the decision to enter into the Settlement or to object or not to object to the terms of the Settlement or to exclude himself, herself, or itself from the Class; and (2) any claim that any of the Defendants’ Released Parties does not know or suspect to exist in his, her, or its favor at the time of the Effective Date, including without limitation claims which, if known by him, her, or it, might have affected his, her, or its settlement with and release of the Plaintiff’s Released Parties, or might have affected his, her, or its decision(s) with respect to the Settlement, including the decision to enter into the Settlement. By operation of the Order and Final Judgment, the Releasing Parties shall have expressly waived, any and all provisions, rights, and benefits conferred by Section 1542 of the Civil Code of the State of California (“Section 1542”) or any law of the United States or any state or territory of the United States, or principle of common law or foreign law, which is similar, comparable or equivalent to Section 1542, which provides:
      
      A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
      
      The Releasing Parties will be deemed by operation of law to have acknowledged that they may hereafter discover facts in addition to or different from those that any of them now know or believe to be true related to the subject matter of the Released Claims, but each Releasing Party, by operation of the Order and Final Judgment, will nonetheless be deemed to have fully, finally, and forever waived, compromised, settled, discharged, extinguished, and released, any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, disclosed or undisclosed, matured or unmatured, which now exist, may exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is negligent, reckless, intentional, with or without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different or additional facts. 
2. Release of Claims by Defendants: Upon the Effective Date of the Settlement, by operation of the Order and Final Judgment and without further action by anyone, Defendants will be deemed to have fully, finally, and forever released, settled, and discharged any and all Released Defendants’ Claims (defined below) against the Plaintiff’s Released Parties (defined below). 
   1. “Released Defendants’ Claims” means all claims against Plaintiff and Plaintiff’s Released Parties arising out of or relating to litigation in the Action, including without limitation, all actions taken by Plaintiff or his counsel in connection with the initiation and prosecution of this Action, except for claims relating to the enforcement of the Settlement and claims relating to any Class Member who timely submits a valid request for exclusion from the Class. Released Defendants’ Claims shall not include any claims between Defendants and their respective insurers or any right to indemnification or advancement belonging to the A-B Defendants or any present or former officer or director of CBA.
   2. “Plaintiff’s Released Parties” means the Plaintiff and his counsel (including, without limitation, all predecessors, successors and affiliates, and all past and present partners, officers, directors, agents, representatives, estates, insurers, reinsurers, and any advisors of any of the foregoing).

By Order of the Court, all proceedings against Defendants in the Action, except for those related to the Settlement, have been stayed, and pending final determination of whether the Settlement should be approved, Plaintiff and all other Class Members are barred and enjoined from instituting, commencing, prosecuting, continuing, or in any way participating in any action or other proceeding asserting any Released Plaintiff’s Claims against any Defendants’ Released Parties. 

If the Settlement is approved and the Effective Date occurs, no Class Member will be able to bring another action asserting the Released Plaintiff’s Claims against any of the Defendants’ Released Parties.

Plaintiff’s Counsel  have not received any payment for their services in pursuing claims in the Action on behalf of the Class, nor have Plaintiff’s Counsel been paid for their expenses incurred in connection with the Action. Before final approval of the Settlement, Class Counsel will petition the Court for an award of attorneys’ fees in an amount not to exceed one-third (33.33%) of the Settlement Fund and to reimburse them for their litigation expenses that they have incurred in pursuing the Action, which shall not exceed $200,000. The fee requested by Class Counsel would compensate them for their efforts in achieving the Settlement for the benefit of the Class and for the risk in undertaking the litigation on a contingent basis. The Court will determine the amount of any attorneys’ fees and expenses awarded to Plaintiff’s Counsel (the “Fee and Expense Award”). The Fee and Expense Award will be paid solely from (and out of) the Settlement Fund in accordance with the terms of the Stipulation and the Order and Final Judgment.

In addition, Plaintiff may make an application for an incentive fee award not to exceed $5,000 (the “Incentive Award”). The Incentive Award will be paid solely from any Fee and Expense Award ordered by the Court.
 

Class Members do not need to attend the Settlement Hearing. The Court will consider any submission made in accordance with the provisions below even if a Class Member does not attend the Settlement Hearing. Class Members can recover from the Settlement without attending the Settlement Hearing.

Please Note: The date and time of the Settlement Hearing may change without further written notice to Class Members. To determine whether the date and time of the Settlement Hearing have changed, it is important that you monitor the Court’s docket and this Settlement website before making any plans to attend the Settlement Hearing. Class Members intending to attend the Settlement Hearing should also check this Settlement website one week before the Settlement Hearing. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding video appearances at the hearing will be posted to this Settlement website. The information needed to access the remote video conference will be posted to this website.  

The Settlement Hearing will be held on Friday, January 20, 2023 at 11:00 a.m. PT, before The Honorable Steffan Alexander by video conference to, among other things: (i) determine whether to certify the Class for settlement purposes; (ii) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class, and should be approved by the Court; (iii) determine whether Plaintiff and Plaintiff’s Counsel have adequately represented the interests of the Class in the Action; (iv) determine whether the Order and Final Judgment, substantially in the form attached as Exhibit B to the Stipulation, should be entered dismissing the Action on the merits and with prejudice, and to determine whether the releases set forth in the Stipulation should be provided to the Released Parties; (v) determine whether the application by Plaintiff’s Counsel for an award of attorneys’ fees and expenses, including Plaintiff’s application for an incentive award, should be approved; (vi) hear and rule on any objections to the Settlement, the application by Plaintiff’s Counsel for an award of attorneys’ fees and expenses, and/or Plaintiff’s application for an incentive award; and (vii) consider any other matters that may properly be brought before the Court in connection with the Settlement. 

Any Class Member may object to (an “Objector”) the Settlement, Plaintiff’s Counsel’s application for an award of attorneys’ fees and expenses, and Plaintiff’s application for an incentive award; provided, however, that no Objector shall be heard or entitled to object unless, on or before December 30, 2022, such person: (1) files his, her, or its written objection, together with copies of all other papers and briefs supporting the objection, with the Clerk of the Court, Multnomah County Circuit Court, at the address set forth below; (2) serves such papers (electronically through the Court’s electronic filing system, by hand, by first-class U.S. mail, or by express service) on Plaintiff’s Counsel and Defendants’ Counsel at the addresses set forth below; and (3) emails a copy of the written objection to: jason@blockleviton.com, joel@blockleviton.com, lauren@blockleviton.com cjkayser@lvklaw.com, jrake@lvklaw.com, tom.sand@millernash.com, ian.christy@millernash.com, edward.decker@millernash.com, rsilverberg@wlrk.com, john.rothermich@klgates.com, philip.guess@klgates.com, steinbergm@sullcrom.com, finna@sullcrom.com, and smithrob@sullcrom.com.

Please note: Objecting is different than excluding yourself from the Class. Objecting is simply telling the Court that you do not like something about the proposed Settlement. You can recover from the Settlement if you object, but you can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no basis to object because the case no longer affects you.

Any objections must identify the case name and civil action number, “In re: F. Malloy v. Anheuser-Busch Companies, LLC, et al., Case No. 20-cv-39850” and:

1. Contain the Objector’s full name, mailing address, email address, telephone number, signature, and proof of his, her, or its membership in the Class. (i.e., proof that the Objector received $16.50 per share in cash in exchange for their shares of CBA common stock in connection with the Merger). Documentation establishing that an Objector is a member of the Class must consist of copies of monthly brokerage account statements or an authorized statement from the Objector’s broker containing the transactional and holding information found in an account statement.
2. Contain a specific, written statement of the objection(s) and the specific reason(s) for the objection(s), including any legal and evidentiary support the Objector wishes to bring to the Court’s attention, and if the Objector has indicated that he, she, or it intends to appear at the Settlement Hearing, the identity of any witnesses the Objector may call to testify and any exhibits the Objector intends to introduce into evidence at the hearing; 
3. State whether the Objector or his, her, or its counsel intends to appear at the Settlement Hearing; 
4. Include copies of any papers, briefs or other matter that the Objector or his, her, or its counsel wishes the Court to consider; and
5. Contain a sworn statement by the Objector and his, her, or its counsel that neither the Objector nor his, her, or its counsel will accept any payment or other consideration in exchange for forgoing or withdrawing an objection, or forgoing, dismissing, or abandoning an appeal from a judgment approving the Settlement.

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, Plaintiff’s Counsel’s application for an award of attorneys’ fees and expenses, or Plaintiff’s application for an incentive award (assuming you timely file and serve a written objection as described above), you must also file with the Clerk of the Court a “Notice of Intention to Appear at Settlement Hearing in F. Malloy v. Anheuser-Busch Companies, LLC, et al., Case No. 20-cv-39850,” which should include the same information set forth in paragraph 68 of the Notice, along with a written statement indicating the Class Member’s intention to attend and speak at the Settlement Hearing, and copies must be served by mail and email on Plaintiff’s Counsel and Defendants’ Counsel at the mailing and email addresses provided in paragraph 66 of the Notice. Such document must be filed with the Court and postmarked by December 30, 2022. 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. If you decide to hire an attorney, however, it will be at your own expense, and that attorney must file a notice of appearance with the Court and serve it on Plaintiff’s Counsel and Defendants’ Counsel at the mailing and email addresses set forth in paragraph 66 of the Notice so that the notice is postmarked on or before December 30, 2022.

The Settlement Hearing may be adjourned by the Court without further written notice to Class Members. If you intend to attend the Settlement Hearing, you should confirm the date and time with Plaintiff’s Counsel and should check this website.

Unless the Court orders otherwise, any Class Member who does not object in the manner described above will be deemed to have waived any objection (including the right to appeal) and shall be forever foreclosed from making any objection to the proposed Settlement, Plaintiff’s Counsel’s application for an award of attorneys’ fees and expenses, Plaintiff’s application for any incentive award or any other matter related to the Settlement or the Action, and will otherwise be bound by the Order and Final Judgment to be entered and the releases to be given. Class Members do not need to appear at the Settlement Hearing or take any other action to indicate their approval.

The Notice contains only a summary of the terms of the proposed Settlement. For more detailed information about the matters involved in the 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 of the Circuit Court of Multnomah County, Multnomah County Circuit Court, 1200 SW 1st Ave., Portland, OR 97204. Additionally, copies of the Stipulation, the Complaint, and any related orders entered by the Court will be posted on the Important Document page of this website. If you have questions regarding the Settlement, you may contact the Claims Administrator: Craft Brew Securities Litigation, c/o Claims Administrator, 1650 Arch Street, Suite 2210, Philadelphia, PA 19103, 1 (888) 564-1255, info@craftbrewsecuritieslitigation.com, or Plaintiff’s Counsel: Jason Leviton; Joel Fleming, and Lauren Godles Milgroom, Block & Leviton LLP, 260 Franklin Street, Suite 1860, Boston, Massachusetts 02110, (617) 398 5600, or jason@blockleviton.com, joel@blockleviton.com, and lauren@blockleviton.com; or Christopher J. Kayser and John C. Rake, Larkins Vacura Kayser LLP, 121 SW Morrison Street, Suite 700, Portland, Oregon 97204, or cjkayser@lvklaw.com and jrake@lvklaw.com.

If you are a broker or other nominee that held shares of CBA common stock that were exchanged for $16.50 per share in cash in connection with the Merger of CBA and Anheuser-Busch for the beneficial interest of persons or entities other than yourself, within seven (7) calendar days of receipt of the Notice, you are requested to either: (i) send a copy of the Notice to all such beneficial owners; or (ii) provide a list of the names, addresses, and, if available, email addresses of all such beneficial owners to Craft Brew Securities Litigation, c/o Claims Administrator, 1650 Arch Street, Suite 2210, Philadelphia, PA 19103, 1 (888) 564-1255, info@craftbrewsecuritieslitigation.com. If you choose the second option, the Claims Administrator will send a copy of the 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. A copy of the Notice may also be obtained on the Important Documents page of this website, by calling the Claims Administrator toll free at 1 (888) 564-1255, or by emailing the Claims Administrator at info@craftbrewsecuritieslitigation.com.

PLEASE DO NOT CALL OR WRITE THE COURT OR THE OFFICE OF THE CLERK REGARDING THE NOTICE.