Announcement • Jun 01
Olaplex Holdings, Inc. Announces Settlement of Shareholder Derivative Actions
Olaplex Holdings, Inc. had released the following pursuant to an Order of the U.S. District Court for the Central District of California. On April 24, 2026, Plaintiffs, nominal defendant Olaplex, Advent International Corporation, and the Individual Defendants entered into a Stipulation and Agreement of Settlement (the “Stipulation”) to settle: the shareholder derivative actions styled Ciuffo v. Dagousset, et al., Case No. 2:23-cv-09712-SVW-SK and Hutchinson v. Advent International Corporation, et al., Case No. 2:24-cv-02364, consolidated as In re Olaplex Holdings, Inc. Stockholder Derivative Litigation, Lead Case No. 2:23-cv-09712-SVW-SK (the “Consolidated Derivative Action”), filed derivatively on behalf of Olaplex and pending in the United States District Court for the Central District of California (the “Court”); and the Section 220 demand for inspection of the Company’s books and records made by stockholder Kajeel Patel (the “Demand” and with the Consolidated Derivative Action, the “Derivative Matters”). The Settlement, which is subject to the approval of the Court, is intended by the Parties to fully, finally, and forever compromise, settle, release, resolve, and dismiss with prejudice the Released Claims upon and subject to the terms and conditions set forth in the Stipulation. The proposed Settlement requires the Company to adopt certain corporate governance reforms (“Reforms”), as outlined in Exhibit A to the Stipulation, and provides that Defendants shall cause their insurers to pay an agreed-to Fee and Expense Amount to Plaintiffs’ Counsel of $700,000, subject to Court approval, and that Plaintiffs’ Counsel may also move the Court to approve Service Awards to each of the three Plaintiffs, to be paid from the Fee and Expense Amount, in the amount of two thousand five hundred dollars ($2,500.00) each. On May 7, 2026, the Court entered an order preliminarily approving the Stipulation and the Settlement contemplated therein (the “Preliminary Approval Order”) and providing for the notice of the Settlement to be disseminated to Current Olaplex Shareholders. The Preliminary Approval Order further provides that the Court will hold a hearing (the “Settlement Hearing”) on July 27, 2026 at 1:30 p.m. before the Honorable Stephen V. Wilson, in Courtroom 10A of the First Street United States Courthouse, 350 West 1st Street, Suite 4311 Los Angeles, CA 90012-4565, with the discretion to proceed telephonically or remotely, to, among other things: (i) determine whether the proposed Settlement is fair, reasonable, and adequate and in the best interests of the Company and its shareholders; (ii) consider any objections to the Settlement submitted in accordance with this Notice; (iii) determine whether a judgment should be entered dismissing all claims in the Consolidated Derivative Action with prejudice, and releasing Plaintiffs’ Released Claims against Defendants’ Released Persons (the “Judgment”); (iv) consider the payment to Plaintiffs’ Counsel of attorneys’ fees and expenses; (v) consider the payment of Service Awards to the three Plaintiffs, which shall be funded from the attorneys’ fees and expenses awarded by the Court; and (vi) consider any other matters that may properly be brought before the Court in connection with the Settlement. Upon final approval of the Settlement, the Demand will be withdrawn. Upon the Effective Date, Olaplex, Plaintiffs, and each of the Current Olaplex Shareholders shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged their right to assert derivatively on behalf of the Company any and all of Plaintiffs’ Released Claims (including Unknown Claims) against Defendants’ Released Persons, and shall be permanently barred and enjoined from instituting, commencing, or prosecuting derivatively on behalf of the Company any and all of Plaintiffs’ Released Claims against the Defendants’ Released Persons. In addition, upon that date, Olaplex shall be deemed to have, and by operation of the law and of the Judgment shall have, fully, finally, and forever released, relinquished and discharged its right to assert directly any and all of Plaintiffs’ Released Claims against Defendants’ Released Persons, and shall be permanently barred and enjoined from instituting, commencing, or prosecuting any of Plaintiffs’ Released Claims against Defendants’ Released Persons except to enforce the releases and other terms and conditions contained in this Stipulation and/or the Judgment entered pursuant thereto. Upon the Effective Date, Defendants shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and forever released, relinquished, and discharged each any and all of Defendants’ Released Claims against Plaintiffs’ Released Persons. Defendants shall be deemed to have, and by operation of the Judgment shall have, covenanted not to sue Plaintiffs’ Released Persons with respect to any of Defendants’ Released Claims, and shall be permanently barred and enjoined from instituting, commencing, or prosecuting any Defendants’ Released Claims against Plaintiffs’ Released Persons except to enforce the releases and other terms and conditions contained in this Stipulation and/or the Judgment entered pursuant thereto. The Court has not decided in favor of Defendants or Plaintiffs. Instead, the Parties agreed to the Settlement to avoid the distraction, costs, and risks of further litigation. The Parties also agree that the Reforms confer significant benefits to Olaplex and Olaplex’s shareholders. Defendants have denied, and continue to deny, each and every claim and contention alleged by Plaintiffs in the Derivative Matters and affirm that they have acted properly, lawfully, and in full accord with their fiduciary duties, at all times. Further, Defendants have denied expressly, and continue to deny, all allegations of wrongdoing, fault, liability, or damage against them arising out of any of the conduct, statements, acts, or omissions alleged, or that could have been alleged, in the Derivative Matters and deny that they have ever committed or attempted to commit any violations of law, any breach of fiduciary duty owed to Olaplex or its share holders, or any wrongdoing whatsoever. Defendants further deny that Olaplex has suffered any damage, injury, or other harm as a result of any action or inaction on their part. Had the terms of this Stipulation not been reached, Defendants assert that they would have continued to contest vigorously Plaintiffs’ allegations, and Defendants maintain that they had and have meritorious defenses to all claims alleged in the Derivative Matters. Without admitting the validity of any of the claims that Plaintiffs have asserted in the Derivative Matters, or any liability with respect thereto, Defendants have determined that it is desirable that the claims be settled on the terms and subject to the conditions set forth herein.