Class Action :
Notice and Proof of Claim
Welcome to the CiG Wireless Corp. Merger Payment Fund website
IF YOU HELD SHARES OF SERIES B PREFERRED STOCK OR COMMON STOCK IN CiG WIRELESS CORP. AS OF MAY 15, 2015, YOU MAY BE ELIGIBLE TO RECEIVE PAYMENT IN CONNECTION WITH THIS MERGER.
On May 15, 2015, CiG Wireless Corp. (the “Company”) closed the transactions (the “Closing”) contemplated by the Agreement and Plan of Merger, dated March 20, 2015 (as amended, the “Merger Agreement”), by and among the Company, Vertical Bridge Acquisitions, LLC (“Parent”) and Vertical Steel Merger Sub Inc. (“Merger Sub”), pursuant to which the Company merged with and into Merger Sub, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”). On March 20, 2015, concurrently with the execution and delivery of the Merger Agreement, the Company entered into a Funding Agreement (as amended, the “Funding Agreement”) with Fir Tree Capital Opportunity (LN) Master Fund, L.P. and Fir Tree REF III Tower LLC (together, the “Series A Holders”). Pursuant to the terms of the Merger Agreement, and as a result of the liquidation preference of the Company’s Series A-1 Preferred Stock and Series A-2 Preferred Stock and the outstanding indebtedness of the Company, holders of the Company’s Series B Preferred Stock and Common Stock were not entitled to receive any of the Merger consideration, and their shares were canceled in the Merger. However, pursuant to the terms of the Funding Agreement, the Series A Holders agreed to allocate a portion of the Merger consideration received by them to the former holders of the Series B Preferred Stock and Common Stock.
In accordance with the Funding Agreement, the Series A Holders will deposit $2,250,000 into a disbursement account (the “Payment Fund”) for potential payment to the holders of record, as of immediately prior to the Closing, of the Company’s Series B Preferred Stock and/or Common Stock (collectively, the “Eligible Holders”), subject to the satisfaction by any such Eligible Holder of certain conditions described in the Notice and in the Proof of Claim and Release Form (“Proof of Claim”), which are available for download
. Pursuant to the terms of the Funding Agreement, the allocation of the Payment Fund among the Eligible Holders is $0.83 per share of Series B Preferred Stock and $0.01 per share of Common Stock.
To qualify for payment, you must be an Eligible Holder and you must send in a Proof of Claim. Read the instructions carefully, fill out the form, include all the documents stated in the form, sign it, and mail it to:
CiG Wireless Corp. Merger
c/o KCC Class Action Services
P.O. Box 40008
College Station, TX 77842-4008
All Proofs of Claim must be submitted so that they are postmarked no later than August 28, 2015.
For questions, you may call the Claims Administrator toll-free at 1-866-431-3862.
Notice and Proof of Claim