In Re Synchronoss Technologies, Inc. Securities Litigation

The Notice was sent to you pursuant to an Order of a U.S. District Court because you or someone in your family or an account for which you serve as custodian may have purchased or otherwise acquired SNCR common stock during the period from October 28, 2014, through and including June 13, 2017 (“Class Period”).

The Notice explains the class action lawsuit, the Settlement, Settlement Class Members’ legal rights in connection with the Settlement, what benefits are available, who is eligible for them, and how to get them.

The Court in charge of the Action is the United States District Court for the District of New Jersey, and the case is known as In re Synchronoss Technologies, Inc. Securities Litigation, Case No. 17-cv-2978. The case has been assigned to the Honorable Zahid N. Quraishi. The entity representing the Settlement Class is the Employees’ Retirement System of the State of Hawaii (“Hawaii ERS”), also called the “Lead Plaintiff,” and the companies and individuals it sued are called the Defendants.

This Action was brought on behalf of all persons and entities who purchased or otherwise acquired SNCR common stock between October 28, 2014, and June 13, 2017, inclusive.

Lead Plaintiff filed its complaint on November 21, 2017, in the United States District Court for the District of New Jersey. In re Synchronoss Techs., Inc. Securities Litigation, Case No. 17-cv-2978. Four other complaints were filed between May 1, 2017, and June 14, 2017. On September 6, 2017, the Court consolidated the cases and appointed Hawaii ERS as Lead Plaintiff and Grant & Eisenhofer P.A. as lead counsel. On November 21, 2017, Hawaii ERS filed its initial consolidated complaint, which alleged violations of the federal securities laws and asserted that Defendants prematurely recognized contractual revenues and knowingly overstated Company revenues to investors for the fiscal years 2014–2016. The complaint further alleged that Defendants also inflated Synchronoss’s revenues with respect to a deal involving Sequential Technology International, LLC (“Sequential”).

On August 14, 2019, Lead Plaintiff filed the Second Amended Class Action Complaint (“Complaint”), which alleges that Defendants disseminated materially false and misleading statements during the Class Period concerning the premature recognition of revenue and the financial condition of the Company.

From the outset of the Action, Defendants have denied all of these allegations and consistently maintained that they never made any statement that was false or misleading. Defendants believed at the time, and still believe, that Synchronoss’s public statements were truthful, accurate, and not misleading, and contained no material misstatements or omissions of fact; and that Lead Plaintiff cannot prove any element of its claims.

On February 2, 2018, Defendants filed a motion to dismiss the original complaint. ERS filed its opposition on March 19, 2018. Defendants filed their reply on May 11, 2018.

On August 24, 2018, before Defendants’ motion to dismiss was decided, Hawaii ERS filed a Consolidated Amended Class Action Complaint (“Consolidated Amended Complaint”).

On November 6, 2018, Defendants filed a motion to dismiss the Consolidated Amended Complaint. Hawaii ERS filed its opposition on December 14, 2018. Defendants filed their reply on February 5, 2019.

On June 28, 2019, the Court issued an opinion granting Defendants’ motion to dismiss. The Court also granted Hawaii ERS leave to replead.

On August 14, 2019, Hawaii ERS filed a Second Amended Class Action Complaint (“Second Amended Complaint”). This operative complaint added allegations from five additional confidential witnesses—former employees at Synchronoss concerning the alleged scheme of fraud and concerning Defendants’ alleged scienter at the time of the misstatements.

On October 4, 2019, Defendants filed a second motion to dismiss. Lead Plaintiff filed its opposition on November 25, 2019. Defendants filed a reply on January 10, 2020.

On May 29, 2020, the Court granted-in-part and denied-in-part Defendants’ second motion to dismiss, which resulted in, among other things, the dismissal of all claims against Synchronoss’ former CEO Stephen G. Waldis and claims based upon alleged manipulation of expenses and alleged improper accounting for acquisitions and divestures, and Defendants’ forward-looking statements. Following the Court’s decision, the parties began exchanging discovery.

On October 30, 2020, Lead Plaintiff filed a motion for class certification, which Defendants opposed. That motion remains pending.

On June 29, 2021, Lead Counsel for Lead Plaintiff and Counsel for Defendants informed the Court that a settlement had been reached.

The Court has not decided in favor of Defendants or of Lead Plaintiff. Instead, both sides agreed to the Settlement to avoid the distraction, costs, and risks of further litigation, and Lead Plaintiff agreed to the Settlement to ensure that Settlement Class Members will receive compensation.

The Settlement Class is comprised of all persons or entities who, directly or through an intermediary, purchased or otherwise acquired Synchronoss common stock at any time during the period of October 28, 2014, through June 13, 2017, inclusive.

Excluded from the Settlement Class are: (i) Defendants; (ii) the present or former executive officers or members of the Board of Directors of Synchronoss and their immediate family members (as defined in 17 C.F.R. §229.404 (Instructions (1)(a)(iii), substituting “Synchronoss Technologies, Inc.” for “the registrant”)); (iii) any entity in which any Defendant has, or had during the Class Period, a controlling interest; and (iv) any affiliate of Synchronoss. Also excluded from the Settlement Class are any persons and entities who exclude themselves by submitting a request for exclusion that is accepted by the Court.

If you are a Settlement Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit the Proof of Claim and the required supporting documentation as set forth therein postmarked or submitted online on or before January 6, 2022.

If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at 1-866-991-0895, contact Lead Counsel, or you can fill out and return the Proof of Claim form, to see if you qualify.

The Settlement provides that, in exchange for the release of the Settlement Class’s Released Claims (see FAQ 10) and dismissal of the Action, Defendants have agreed to pay (or cause to be paid) $19 million in cash. After deduction of taxes, tax expenses, notice and claims administration expenses, and additional Court-approved fees and expenses, the remaining sum will be distributed, pro rata, to Settlement Class Members who send in a valid Proof of Claim form pursuant to the Court-approved Plan of Allocation. The Plan of Allocation is described in more detail at the end of the Notice.

Your share of the Net Settlement Fund will depend on several things, including the total amount of claims represented by the valid Proof of Claim forms that Settlement Class Members send in, compared to the amount of your claim, all as calculated under the Plan of Allocation.

To be eligible to receive a payment from the Settlement, you must submit a Proof of Claim form. A Proof of Claim form may be downloaded here. Read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and mail or submit it online so that it is postmarked or received no later than January 6, 2022. The Proof of Claim form may be submitted online here.

The Court will hold a Settlement Hearing on December 8, 2021, at 12:00 p.m. EST, to decide whether to approve the Settlement. If the Court approves the Settlement, there might be appeals. It is always uncertain whether appeals can be resolved, and if so, how long it would take to resolve them. It also takes time for all the Proofs of Claim to be processed. Please be patient. As of the date of this Notice, the Court has preliminarily approved the Settlement Agreement and the Settlement set forth therein, and found that the Settlement has resulted from arms-length bargaining between the parties and as such may be submitted to the Settlement Class for consideration pursuant to Rule 23(e)(1)(B)(i) of the Federal Rules of Civil Procedure. Those matters will be addressed by the Court at the Settlement Hearing.

Unless you timely and validly exclude yourself, you are staying in the Settlement Class, and that means you and your “Related Parties” (as defined below) cannot sue, continue to sue, or be part of any other lawsuit against the “Released Defendant Parties” (as defined below) about the “Settlement Class’s Released Claims” (as defined below) in this case. It also means that all of the Court’s orders will apply to you and legally bind you. If you remain a Settlement Class Member, and if the Settlement is approved, you will give up all “Settlement Class’s Released Claims” (as defined below), including “Unknown Claims” (as defined below), against the “Released Persons” (as defined below):

• “Defendants” means Synchronoss and the Individual Defendant.
• “Defendants’ Released Claims” means all claims and causes of action, of every nature and description, whether known or unknown, whether arising under federal, state, common law that arise out of or relate to the institution, prosecution, or settlement of the claims against Defendants in the Action. Notwithstanding the foregoing, “Defendants’ Released Claims” does not include claims relating to the enforcement of the Settlement or claims between or among Defendants or their insurance carriers, including claims for indemnification.
• “Individual Defendant” means Karen L. Rosenberger.
• “Lead Counsel” means Grant & Eisenhofer P.A., 485 Lexington Avenue, New York, NY 10017.
• “Lead Plaintiff” means Employees’ Retirement System of the State of Hawaii.
• “Related Parties” means, as applicable, each and all of a person or entity’s respective present and former parents, subsidiaries, divisions, joint ventures, affiliates, and each and all of their respective present and former employees, contractors, members, partners, principals, agents, founders, officers, directors, controlling shareholders, attorneys, advisors, accountants, auditors, financial or investment advisors or consultants, banks or investment bankers, personal or legal representatives, insurers, co-insurers, reinsurers, related or affiliated entities, predecessors, successors, spouses, children, immediate family members, estates, heirs, executors, trusts, trustees, administrators, agents, representatives, and assigns, in their capacity as such, and any entity in which a person or entity has a controlling interest.
• “Released Parties” means the Released Defendant Parties and Released Plaintiff Parties.
• “Released Defendant Parties” means each and all of Defendants and each and all of their Related Parties.
• “Released Plaintiff Parties” means Lead Plaintiff, its attorneys and all other Settlement Class Members.
• “Releasing Plaintiff Party” means Lead Plaintiff, each Settlement Class Member, and to the fullest extent permissible under law, each of their Related Parties.
• “Settlement Class” means all persons or entities who, directly or through an intermediary, purchased or otherwise acquired Synchronoss common stock at any time during the Class Period. Excluded from the Settlement Class are: (i) Defendants; (ii) the present or former executive officers or members of the Board of Directors of Synchronoss and their immediate family members (as defined in 17 C.F.R. §229.404 (Instructions (1)(a)(iii), substituting “Synchronoss Technologies, Inc.” for “the registrant”)); (iii) any entity in which any Defendant has, or had during the Class Period, a controlling interest; and (iv) any affiliate of Synchronoss. Also excluded from the Settlement Class are any persons and entities who exclude themselves by submitting a request for exclusion that is accepted by the Court.
• “Settlement Class Members” means a person or entity who falls within the definition of the Settlement Class as set forth above.
• “Settlement Class’s Released Claims” means any and all claims, demands, rights, causes of action, and liabilities of every nature and description, including “Unknown Claims” as defined below, whether known or unknown, asserted or unasserted, suspected or unsuspected, fixed or contingent, foreseen or unforeseen, liquidated or unliquidated, accrued or unaccrued, matured or unmatured, at law or in equity, whether or not concealed or hidden, whether class, derivative or individual in nature, which now exist, heretofore or previously existed, or may hereafter exist, including but not limited to any claims arising under federal or state law by or on behalf of any Settlement Class Member, and including but not limited to any claims based on allegations of fraud, nondisclosure, or misrepresentation, whether individual, derivative, representative, legal, equitable or any other type in any other capacity that (i) Lead Plaintiff or any other Settlement Class Member asserted in the Action or any Related Actions, (ii) could have been asserted or could in the future be asserted in any form, that concern, arise out of, refer to, are based upon, or are related in any manner to (a) the allegations, transactions, facts, matters, occurrences, representations, statements, or omissions alleged, involved, set forth or referred to in the Action by Lead Plaintiff or any other Settlement Class Member, or (b) the purchase, sale, holding, or acquisition of Synchronoss’s stock during the Class Period (October 28, 2014, through June 13, 2017), or (iii) relate to the Action or the Settlement except to the extent explicitly preserved in the remainder of this paragraph. Notwithstanding the foregoing, “Settlement Class’s Released Claims” does not include claims relating to the enforcement of the Settlement.
• “Settling Parties” means Defendants and Lead Plaintiff on behalf of itself and Settlement Class Members.
• “Unknown Claims” means (i) any Settlement Class’s Released Claim that any Plaintiff or any other Settlement Class Member does not know or suspect to exist in his, her, or its favor at the time of the release, which, if known by him, her or it, might have affected his, her or its settlement with and release of the Released Defendant Parties, or might have affected his, her or its decision not to object to this settlement or seek exclusion from this settlement, and (ii) any Defendants’ Released Claim that any Defendant does not know or suspect to exist in his or its favor at the time of the release, which, if known by him, her, or it, might have affected his, her or its settlement with and release of the Released Plaintiff Parties and Settlement Class Members. With respect to any and all Released Claims, the Settling Parties stipulate and agree that, upon the Effective Date, Lead Plaintiff and Defendants shall expressly waive, and each of the other Settlement Class Members shall be deemed to have waived, and by operation of the Judgment shall have waived, the provisions, rights, and benefits of California Civil Code §1542, which provides, in relevant part:

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.

Upon the Effective Date, Lead Plaintiff and Defendants shall expressly waive and each of the other Settlement Class Members shall be deemed to have, and by operation of the Judgment shall have expressly, waived any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States, or principle of common law, which is similar, comparable, or equivalent to California Civil Code §1542. Lead Plaintiff and the other Settlement Class Members may hereafter discover facts in addition to or different from those which he, she, or it now knows or believes to be true with respect to the subject matter of the Settlement Class’s Released Claims, but, upon the Effective Date, Lead Plaintiff shall expressly, and each other Settlement Class Member, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all of the Settlement Class’s Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, disclosed or undisclosed, matured or unmatured, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, without regard to the subsequent discovery or existence of such different or additional facts. Defendants may hereafter discover facts in addition to or different from those which they now know or believe to be true with respect to the subject matter of the Defendants’ Released Claims, but, upon the Effective Date, Defendants shall expressly, and by operation of the Judgment shall have, fully, finally, and forever settled and released any and all Defendants’ Released Claims, known or unknown, suspected or unsuspected, contingent or non-contingent, disclosed or undisclosed, matured or unmatured, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity now existing or coming into existence in the future, without regard to the subsequent discovery or existence of such different or additional facts. Lead Plaintiff and Defendants acknowledge, and the other Settlement Class Members shall be deemed by operation of the Judgment to have acknowledged, that the foregoing waiver was separately bargained for and an essential term of the Settlement of which this release is a part.

If you do not want to participate in this Settlement, and you want to keep the right to potentially sue the Released Defendant Parties, on your own, about the claims being released by the Settlement, then you must take steps to remove yourself from the Settlement. This is called excluding yourself or is sometimes referred to as “opting out.” If you are requesting exclusion because you want to bring your own lawsuit based on the matters alleged in this Action, you may want to consult an attorney and discuss whether any claim that you may wish to pursue would be barred, including by the applicable statutes of limitation or repose or on other grounds.

To exclude yourself from the Settlement Class and the Settlement, you must send a letter by First-Class Mail stating that you “request exclusion from the Class in the ‘Synchronoss Securities Settlement.’” Your letter must identify your purchases or acquisitions of Synchronoss (SNCR) common stock during the Class Period, including the dates, the number of Synchronoss shares purchased or acquired, and price paid for each such purchase or acquisition. In addition, you must include your name, address, telephone number, and your signature. Alternatively, you may email your application to the address below.

You must submit your exclusion request so that it is postmarked no later than November 17, 2021 to:

EXCLUSIONS
Synchronoss Securities Settlement
c/o Epiq
P.O. Box 5406
Portland, OR 97228-5406
1-866-991-0895

If you ask to be excluded, you will not get any payment from the Settlement, and you cannot object to the Settlement. You will not be legally bound by anything that happens in this lawsuit, and you may be able to sue the Released Defendants Parties about the Released Claims in the future.

No. Unless you exclude yourself, you give up any rights you may potentially have to sue the Defendants and the other Released Parties for any and all Settlement Class’s Released Claims. If you have a pending lawsuit against the Released Parties, speak to your lawyer in that case immediately. You must exclude yourself from the Class in this Action to continue your own lawsuit. Remember, the exclusion deadline is November 17, 2021.

No. If you exclude yourself, you should not send in a Proof of Claim to ask for any money. But you may have the right to potentially sue or be part of a different lawsuit against the Defendants and the other Released Parties.

The Court has appointed Grant & Eisenhofer P.A. to represent the Settlement Class Members, including you if you are a member of the settlement class. These lawyers are called Lead Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense.

Lead Counsel will apply to the Court for an award of attorneys’ fees not to exceed 14% of the remainder of the Settlement Amount after reimbursement of expenses, costs and charges the lawyers incurred in connection with the Action, in an amount not to exceed $1 million, plus interest on such fees and expenses at the same rate as earned by the Settlement Fund. Such sums will be paid from the Settlement Fund if they are approved by the Court.

You can tell the Court that you do not agree with the Settlement or any part of it.

If you are a Settlement Class Member, you can comment on or object to the proposed Settlement, the proposed Plan of Allocation and/or Lead Counsel’s fee and expense application. You can write to the Court setting out your comment or objection. The Court will consider your views. To comment or object, you must send a signed letter saying that you wish to comment on or object to the proposed Settlement in the Synchronoss Securities Settlement. Include your name, address, telephone number, and your signature, identify the date(s), price(s), and number of Synchronoss (SNCR) shares you purchased, acquired, and sold during the Class Period, identify cases in which the objector or its counsel has filed an objection to a settlement in the last five years, and state with specificity your comments or the reasons why you object to the proposed Settlement, Plan of Allocation and/or fee and expense application, including any legal support for such objection. Any objection must state whether it applies only to the objector or to the Class as a whole. You must also include copies of confirmation slips or monthly account statements demonstrating your purchase(s), acquisition(s), and/or sale(s). Your comments or objection must be filed with the Court and mailed or delivered to each of the following addresses such that it is received no later than November 17, 2021:

Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you stay in the Class.

Excluding yourself is telling the Court that you do not want to be paid and do not want to release any claims you think you may have against Defendants and their Related Parties. If you exclude yourself, you cannot object to the Settlement because it does not affect you.

The Court will hold a hearing to decide whether to approve the proposed Settlement. You may attend and you may ask to speak, but you do not have to.

The Court will hold a hearing at 12:00 p.m. EST, on December 8, 2021, in the Courtroom of the Honorable Zahid N. Quraishi at the United States District Court for the District of New Jersey, Clarkson S. Fish Building & U.S. Courthouse, 402 East State Street, Trenton NJ 08608 (the “Settlement Hearing”). At the hearing, the Court will consider whether the Settlement and the Plan of Allocation are fair, reasonable, and adequate. If there are objections, the Court will consider them, even if you do not ask to speak at the hearing. The Court will listen to people who have asked to speak at the hearing. The Court will also consider Lead Counsel’s application for an award of attorneys’ fees and expenses, and may also decide how much to pay to Lead Counsel and Lead Plaintiff. After the Settlement Hearing, the Court will decide whether to approve the Settlement and the Plan of Allocation. We do not know how long these decisions will take. You should be aware that the Court may change the date and time of the Settlement Hearing without another notice being sent to Settlement Class Members.

No. Lead Counsel will answer questions the Court may have. But you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed or submitted your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but it is not necessary. Settlement Class Members do not need to appear at the hearing or take any other action to indicate their approval.

If you object to the Settlement, the Plan of Allocation, and/or the fee and expense application, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must include with your objection (see question 16 above) a statement saying that it is your “Notice of Intention to Appear in the ‘Synchronoss Securities Settlement.’” Persons who intend to object to the Settlement, the Plan of Allocation, and/or any attorneys’ fees and expenses to be awarded to Lead Counsel or Lead Plaintiff and desire to present evidence at the Settlement Hearing must include in their written objections the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the Settlement Hearing. Your notice of intention to appear must be received no later than November 17, 2021, and addressed to the Clerk of Court, Lead Counsel, and Defendants’ Counsel, at the addresses listed in FAQ 16.

You cannot speak at the hearing if you exclude yourself from the Settlement Class.

If you do nothing, you will not receive any money from this Settlement. In addition, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants and their Related Parties about the Settlement Class’s Released Claims in this case.

The Settlement Amount of $19 million and any interest earned on it is the “Settlement Fund.” The Settlement Fund, less all taxes, tax expenses, notice and claims administration expenses, and approved fees and expenses (“Net Settlement Fund”) shall be distributed to Settlement Class Members who submit timely and valid Proof of Claim forms to the Claims Administrator (“Authorized Claimants”).

The objective of the Plan of Allocation is to equitably distribute the Net Settlement Fund among the Settlement Class Members.

All Settlement Class Members who fail to complete and submit a valid and timely Proof of Claim shall be barred from participating in distributions from the Net Settlement Fund (unless otherwise ordered by the Court), but otherwise shall be bound by all of the terms of the Stipulation, including the terms of any judgment entered and the releases given. The Plan of Allocation is described in more detail on Page 11 of the Notice.

This website and the Notice summarize the proposed Settlement. More details are available in the Stipulation of Settlement and other relevant documents, which are available on the Important Documents page, and which may be inspected at the Office of the Clerk of the United States District Court for the District of New Jersey, during regular business hours. For a fee, all papers filed in this Action are available at www.pacer.gov. You can obtain answers to common questions regarding the proposed Settlement by contacting the Claims Administrator toll-free at 1-866-991-0895, via email at info@SynchronossSettlement.com, or by writing to:

Synchronoss Securities Settlement
c/o Epiq
P.O. Box 5406
Portland, OR 97228-5406

Please do not contact the Court or Synchronoss or their Counsel for more information.