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 (the “Action”) pending in the Court of Chancery of the State of Delaware (the “Court”) if you were a record or beneficial owner of shares of Keypath Education International, Inc. (“Keypath” or the “Company”) common stock, including any CHESS Depositary Interests (“CDIs”) in the Company, as of the September 11, 2024 closing of the acquisition of Keypath common stock for A$0.87[1] per share in cash by affiliates of Sterling Partners (the “Merger”) and received cash for your Keypath shares or CDIs when the Merger closed.
Notice of Settlement: Please also be advised that (i) Plaintiffs Copia Investment Partners Ltd., Maso Capital Investments Limited, Blackwell Partners LLC – Series A, and Star V Partners LLC, on behalf of themselves and the other members of the Class (as defined in paragraph 15 of the Notice); and (ii) 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,” and collectively with Plaintiffs, the “Parties” and each a “Party”) have reached a proposed settlement of the Action (the “Settlement”) for $4,850,000 (United States Dollars) in cash (the “Settlement Amount”). The proposed Settlement, if approved by the Court, will resolve all claims in the Action against Defendants, and the Action will be dismissed with prejudice.
If you are a member of the Class, you are subject to the Settlement. The Class preliminarily certified by the Court solely for purposes of the Settlement consists of:
All record and beneficial owners of shares of the Keypath Education International, Inc. 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.
The Excluded Persons are: (i) Defendants, (ii) any other director or officer of the Company as of the date of the Closing, (iii) the Immediate Family of Defendants and the Company’s other directors and officers as of the date of the Closing, (iv) any entity in which the foregoing has a controlling interest, and (v) the affiliates, legal representatives, heirs, successors, or assigns of the foregoing.
The Parties estimate that the Class consists of approximately 62 million shares.
Please Note: The 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 Class.
PLEASE READ THE NOTICE CAREFULLY AND IN ITS ENTIRETY. The Notice explains how members of the Class will be affected by the Settlement.
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RECEIVE A PAYMENT FROM THE SETTLEMENT. CLASS MEMBERS DO NOT NEED TO SUBMIT A CLAIM FORM. |
If you are a member of the Class (as defined in paragraph 15 of the Notice), 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 22-32 in the Notice for further discussion. |
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OBJECT TO THE SETTLEMENT, THE PROPOSED PLAN OF ALLOCATION, OR PLAINTIFFS’ COUNSEL’S REQUEST FOR AN AWARD OF ATTORNEYS’ FEES AND EXPENSES BY SUBMITTING A WRITTEN OBJECTION SO THAT IT IS RECEIVED NO LATER THAN DECEMBER 30, 2025. |
If you are a member of the Class and would like to object to the proposed Settlement, the proposed Plan of Allocation, or Plaintiffs' Counsel’s Fee and Expense Application, you may write to the Court and explain the reasons for your objection |
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ATTEND A HEARING ON JANUARY 13, 2026, AT 1:30 P.M, AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS RECEIVED NO LATER THAN JANUARY 6, 2026. |
Filing a written objection that is received by December 30, 2025 and notice of intention to appear that is received by January 6, 2026, allows you to speak in Court, at the discretion of the Court, about your objection. In the Court’s discretion, the January 13, 2026 hearing may be conducted by telephone or videoconference (see paragraphs 38-47 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 |
If you have questions, you may call the Keypath Stockholder Settlement Help Line at 1-866-588-5526 or email info@keypathstockholdersettlement.com.
[1] Valuations in the form A$0.87 are stated in Australian Dollars, the currency in which the Company transacted
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