Attached files
Exhibit 99.1
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NEW YORK
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HANOVER HOLDINGS I, LLC, :
: Index No. 156345/2013
Plaintiff, :
: ORDER APPROVING
v. : FAIRNESS, TERMS AND
: CONDITIONS OF EXCHANGE
: AND ISSUANCE PURSUANT
STEVIA CORP., : TO SECTION 3(A)(10) OF THE
: SECURITIES ACT OF 1933, AS
Defendant. : AMENDED
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This matter having come on for a hearing on July 25, 2013 to approve the
fairness of the proposed terms and conditions of the proposed exchange and the
issuance of securities, as described herein and reflected in the Stipulation of
Settlement, dated July 16, 2013 (the "Settlement Agreement"), between Hanover
Holdings I, LLC (the "Plaintiff") and Stevia Corp. ("Defendant"), and the Court
having first held a hearing as to the fairness to Plaintiff of the terms and
conditions of (x) the proposed exchange and transactions contemplated by the
Settlement Agreement and (y) the offer and issuance of the Securities (as
defined herein) by Defendant to the Plaintiff and the proposed exchange of
Plaintiff's claims therefor, the Court hereby finds as follows:
The Court was advised prior to this hearing that Defendant will rely on the
exemption from the registration requirements of the Securities Act of 1933, as
amended (the "Securities Act"), under Section 3(a)(10) of the Securities Act to
issue shares of common stock of Defendant (the "Securities") to Plaintiff
pursuant to the Settlement Agreement in exchange for Plaintiff's claims
specified in the Settlement Agreement, based upon this Court's finding herein
that the terms and conditions of (1) the proposed exchange and transactions
contemplated by the Settlement Agreement and (2) the offer and issuance of the
Securities by Defendant to Plaintiff and the proposed exchange of Plaintiff's
claims therefor, in each case of clauses (1) and (2), are procedurally and
substantively fair to Plaintiff and this Court's approval of the foregoing; and
The fairness hearing having been scheduled upon the consent of Plaintiff
and Defendant (collectively, the "Parties"), Plaintiff has had adequate notice
of the fairness hearing and Plaintiff is the only party to this action to whom
Securities will be issued pursuant to the Settlement Agreement; and
The terms and conditions of the proposed exchange and transactions
contemplated by the Settlement Agreement and the offer and issuance of the
Securities in exchange for the claims of Plaintiff as set forth in the
Settlement Agreement are procedurally and substantively fair to Plaintiff, who
is the only party to this action to whom Securities will be issued; and
The fairness hearing was open to Plaintiff. Plaintiff was represented by
competent counsel at the hearing who acknowledged that adequate notice of the
hearing was given and consented to the entry of this Order; it is therefore,
ORDERED, that the terms and conditions of (i) the proposed exchange and
transactions contemplated by the Settlement Agreement and (ii) the offer and
issuance of the Securities by Defendant to Plaintiff and the proposed exchange
of Plaintiff's claims therefor, in each case of clauses (i) and (ii), are
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procedurally and substantively fair, and are hereby approved as procedurally and
substantively fair to Plaintiff, within the meaning of Section 3(a)(10) of the
Securities Act;
ORDERED, that (1) the proposed exchange and transactions contemplated by
the Settlement Agreement and the terms and conditions thereof and (2) the offer
and issuance of the Securities by Defendant to Plaintiff and the proposed
exchange of Plaintiff's claims therefor and the terms and conditions thereof, in
each case of clauses (1) and (2), are hereby approved and that the offer and
issuance of the Securities by Defendant to Plaintiff is hereby exempt from the
registration requirements of the Securities Act under Section 3(a)(10) of the
Securities Act; and it is further
ORDERED, that this Court shall retain jurisdiction to enforce the terms and
conditions of the Settlement Agreement.
SO ORDERED:
/s/ Saliann Scarpulla
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J.S.C.
Saliann Scarpulla
7/25/2013