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Kaleyra Stockholder Settlement

877-388-1730

This official website is maintained by the Settlement Administrator under the supervision of Plaintiffs’ Counsel for the members of the Settlement Class in the Stockholder Class Action entitled Tylenda v. Calogero, et al., C.A. No. 2023-1277-NAC (Delaware Court of Chancery)

The information contained on this web page is only a summary of information presented in more detail in the Notice of Pendency and Proposed Settlement of Stockholder Class Action, Settlement Hearing, and Right to Appear, which you can access by clicking here. Because this website is just a summary, you should review the Notice for additional details.

Notice of Pendency of Class Action: Please be advised that your rights will be affected by the above-captioned stockholder class action (“Action”) pending in the Court of Chancery of the State of Delaware (the “Court”) if you held common stock of Kaleyra, Inc. (“Kaleyra” or the “Company”) as of the closing of Kaleyra’s merger with Tata Communications Limited, which occurred October 5,2023 (the “Merger”).

Notice of Settlement: Please also be advised that (i) plaintiff Craig Tylenda (“Plaintiff”), on behalf of himself and all other members of the Settlement Class; and (ii) Dario Calogero, Avi S. Katz, Emilio Hirsh, Matteo Lodrini, Kathleen Miller, John Mikulsky, Neil Miotto, Karin- Joyce Tjon, (collectively, the “Individual Defendants”), Northland Securities, Inc. (“Northland”), and Tata Communications (“Tata Communications”) (collectively, “Defendants) (Plaintiff and Defendants, together, the “Parties”) have reached a proposed settlement of the Action on the terms set forth in the Stipulation (“Settlement”). Pursuant to the Settlement, Defendants have agreed to pay, or cause to be paid, $3,350,000.00 to a Settlement Fund to be shared among the Settlement Class. If approved by the Court, the Settlement will resolve all claims in the Action.

If you are a member of the Settlement Class, you are subject to the Settlement. The Settlement Class preliminary certified by the Court solely for purposes of the Settlement consists of:

All record and beneficial holders of common stock of the Company as of the closing of the Merger. Excluded from the Settlement Class are (i) Defendants; (ii) any person who was an officer or director of the Company between January 6, 2023 and October 5, 2023; (iii) the immediate family members, meaning the parents, spouse, siblings, or children, of any of the foregoing persons or entities; (iv) any trusts, estates, entities, or accounts that hold Company shares for the benefit of the foregoing persons or entities; (v) the Company’s subsidiaries and affiliates (except that any subsidiaries or affiliates of Tata Communications other than Kaleyra shall not be included herein); (vi) any entity in which any Defendant has a controlling interest; and (vii) the legal representatives, heirs, successors-in-interest, successors, transferees, and assigns of the foregoing persons or entities (each, an “Excluded Person” and, collectively, the “Excluded Persons”).

Please Note: The Settlement Class is a non-“opt-out” class pursuant to Delaware Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2). Accordingly, Class Members do not have the right to exclude themselves from the Settlement Class.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. The Notice explains how members of the Settlement Class will be affected by the Settlement. 

If you have questions, you may call the Kaleyra Stockholder Settlement Help Line at 1-877-388-1730 or email info@kaleyrastockholdersettlement.com.

CLASS MEMBERS’ LEGAL RIGHTS IN THE SETTLEMENT
Description Due Date

RECEIVE A PAYMENT FROM THE SETTLEMENT. CLASS MEMBERS
DO NOT NEED TO SUBMIT A CLAIM FORM.

If you are a member of the Settlement Class, you may be eligible to receive a pro rata distribution from the Settlement proceeds. Eligible Class Members do not need to submit a claim form in order to receive a distribution from the Settlement, if approved by the Court. If you are eligible for a distribution from the Settlement, it will be paid to you directly. See paragraphs 24-32 in the Notice for further discussion.

OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN JANUARY 8, 2025.

If you are a member of the Settlement Class and would like to object to the proposed Settlement, the proposed Plan of Allocation, or Plaintiff’s Counsel’s application for an award of attorneys’ fees and expenses (“Fee and Expense Award”), including Plaintiff’s application for an incentive award (“Incentive Award”), you may write to the Court and explain the reasons for your objection.

ATTEND A HEARING ON JANUARY 23, 2025, AT 11:00 A.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED
NO LATER THAN JANUARY 8, 2025.

Filing a written objection and notice of intention to appear that is received by January 8, 2025, allows you to speak in Court, at the discretion of the Court, about your objection. In the Court’s discretion, the January 23, 2025 hearing may be conducted by telephone or videoconference (see paragraphs 39-48 in the Notice). If you submit a written objection, you may (but you do not have to) attend the hearing and, at the discretion of the Court, speak to the Court about your objection.