Equity Litigation Group LLP Announces Pendency and Proposed Settlement of Stockholder Class Action for All Record Holders and Beneficial Holders of Shares of NGM Biopharmaceuticals, Inc., Common Stock

Rhea-AI Summary

NGM Biopharmaceuticals (NASDAQ: NGM) stockholders are notified of a proposed $6 million settlement in a class action lawsuit related to the company's take-private transaction with The Column Group, LP. The lawsuit involves shareholders who received $1.55 per share in cash during the April 5, 2024 transaction closing or who dissented from it.

A settlement hearing is scheduled for October 21, 2025, where the Court will consider the settlement's fairness, certification of the Class, and approval of attorneys' fees. Eligible Class Members will receive pro rata payments from the Net Settlement Fund based on their number of eligible shares, with no claim form required.

The deadline for objections to the settlement is October 7, 2025. The settlement will be administered by A.B. Data, Ltd., with Equity Litigation Group LLP serving as Plaintiff's Counsel.

Positive

• Proposed settlement of $6 million to compensate affected shareholders
• No claim form required for eligible shareholders to receive payment
• Pro rata distribution ensures fair allocation to all eligible shareholders

Negative

• Take-private transaction valued shares at only $1.55 per share
• Legal proceedings and associated costs impact company resources

Insights

Securities Litigation Attorney

$6 million settlement proposed for NGM Biopharmaceuticals shareholders following disputed take-private transaction at $1.55/share.

This legal notice announces a $6,000,000 proposed settlement in a class action lawsuit filed against The Column Group and NGM executives following NGM Biopharmaceuticals' take-private transaction that closed in April 2024. The lawsuit, filed in Delaware's Court of Chancery, appears to have challenged the $1.55 per share consideration paid to shareholders when the company was taken private by affiliates of The Column Group.

This settlement is particularly significant as it represents approximately 4% of the total transaction value based on the per-share price, suggesting the plaintiffs may have had substantive claims regarding the fairness of the original transaction price. The class action likely alleged that the defendants breached their fiduciary duties by approving an inadequate price for shareholders.

The settlement creates a direct financial benefit for eligible former NGM shareholders, who will receive pro-rata distributions without needing to submit claim forms. Based on the court documentation, payments will be distributed proportionally based on share ownership, with each eligible shareholder receiving their proportional share of the settlement fund minus attorney fees and administrative costs.

The proposed settlement hearing on October 21, 2025, will determine if the settlement is approved, allowing distribution to begin. Notably, this resolution comes approximately 18 months after the transaction closed, which is a relatively standard timeline for post-merger litigation settlements. The litigation was led by Equity Litigation Group, a boutique firm specializing in shareholder actions, suggesting they identified specific vulnerabilities in how the transaction was structured or valued.

BOSTON, Sept. 8, 2025 /PRNewswire/ -- 

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

CHARLES BRYANT,                                                            

                                      Plaintiff,                      

                   v.                                             C.A. No.: 2024-1314-MTZ            

THE COLUMN GROUP, LP,          
DAVID V. GOEDDEL, and                       
DAVID J. WOODHOUSE,                                                                        

                                      Defendants.

SUMMARY NOTICE OF PENDENCY AND PROPOSED SETTLEMENT OF STOCKHOLDER CLASS ACTION, SETTLEMENT HEARING, AND RIGHT TO APPEAR

TO:   All record holders and beneficial holders of shares of NGM Biopharmaceuticals, Inc. ("NGM" or the "Company") common stock (Nasdaq: "NGM") who either received $1.55 per share in cash at the closing of the take-private transaction between NGM and affiliates of The Column Group, LP (the "Transaction"), on or about April 5, 2024 (the "Closing"), or who dissented from the Transaction, including their respective heirs, successors in interest, successors, transferees, and assigns.¹

PLEASE READ THIS SUMMARY NOTICE CAREFULLY. YOUR RIGHTS ARE AFFECTED BY A CLASS ACTION LAWSUIT PENDING IN THIS COURT.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the "Court"), that the above-captioned stockholder class action (the "Action") is pending in the Court.

YOU ARE ALSO NOTIFIED that Plaintiff Charles Bryant ("Plaintiff"), individually and on behalf of the Class, has reached a proposed settlement with Defendants The Column Group, LP, David V. Goeddel, and David J. Woodhouse (collectively, "Defendants") for $6,000,000.00 (USD) in cash (the "Settlement"). The terms of the Settlement are stated in the Stipulation and Agreement of Settlement, Compromise, and Release between Plaintiff and Defendants dated July 23, 2025 (the "Stipulation"), a copy of which is available at www.ngmstockholderlitigationsettlement.com. If approved by the Court, the Settlement will resolve all claims in the Action as against Defendants.

A hearing (the "Settlement Hearing") will be held on October 21, 2025 at 3:15 p.m., before The Honorable Morgan T. Zurn, Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, New Castle County, Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801, or remotely by Zoom or other means (at the discretion of the Court), to, among other things: (i) determine whether to finally certify the Class for Settlement purposes; (ii) determine whether Plaintiff and Plaintiff's Counsel have adequately represented the Settlement Class, and whether Plaintiff should be finally appointed as Class Representative for the Class and Plaintiff's Counsel should be finally appointed as Class Counsel for the Class; (iii) determine whether the proposed Settlement on the terms and conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class and in their best interests, and should be approved by the Court; (iv) determine whether a Judgment, substantially in the form attached as Exhibit D to the Stipulation, should be entered dismissing the Action with prejudice as against Defendants and granting the Releases provided under the Stipulation; (v) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) determine whether the application by Plaintiff's Counsel for an award of attorneys' fees and expenses ("Fee and Expense Award") should be approved, including Plaintiff's application for an Incentive Award to be paid solely from any Fee and Expense Award; (vii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or to the application by Plaintiff's Counsel for a Fee and Expense Award, including Plaintiff's application for an Incentive Award; and (viii) consider any other matters that may properly be brought before the Court in connection with the Settlement. Any updates regarding the Settlement Hearing, including any changes to the date or time of the hearing or updates regarding in-person or remote appearances at the hearing, will be posted to the Settlement website, www.ngmstockholderlitigationsettlement.com. 

If you are a member of the Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Notice, you may obtain a copy of the Notice by contacting the Administrator at NGM Stockholder Litigation Settlement, c/o A.B. Data, Ltd., P.O. Box 170500, Milwaukee, WI 53217. A copy of the Notice can also be downloaded from the Settlement website, www.ngmstockholderlitigationsettlement.com. If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to "Eligible Class Members" in accordance with the proposed Plan of Allocation stated in the Notice or such other plan of allocation as is approved by the Court. Under the proposed Plan of Allocation, "Eligible Class Members" consist of (i) Eligible Beneficial Holders, the ultimate beneficial owners of any Eligible Shares held of record by Cede & Co. ("Cede"), provided that no Excluded Persons² may be an Eligible Beneficial Holders, and (ii) Eligible Record Holders, the record holders of any Eligible Shares, other than Cede, provided that no Excluded Persons may be an Eligible Record Holder. "Eligible Shares" means the shares of NGM common stock held at the April 5, 2024 Closing of the Transaction that dissented or were exchanged for $1.55 per share in cash (the "Transaction Consideration"). Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of Eligible Shares held by the Eligible Class Member and (ii) the "Per-Share Recovery" for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares held by all Eligible Class Members. As explained in further detail in the Notice, pursuant to the Plan of Allocation, payments from the Net Settlement Fund to Eligible Class Members will be made in the same manner in which Eligible Class Members received the Transaction Consideration. Eligible Class Members do not have to submit a claim form to receive a payment from the Net Settlement Fund.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Plaintiff's Counsel's application for a Fee and Expense Award, including Plaintiff's application for an Incentive Award, in connection with the Settlement must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Plaintiff's Counsel and Defendants' Counsel such that they are received no later than October 7, 2025, in accordance with the instructions set forth in the Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this notice. All questions about this notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Administrator or Plaintiff's Counsel.

                     Requests for the Notice should be made to the Administrator:

NGM Stockholder Litigation Settlement
Administrator
c/o A.B. Data, Ltd.
P.O. Box 170500
Milwaukee, Wi 53217

Inquiries, other than requests for the Notice, should be made to Plaintiff's Counsel:

Joel A. Fleming, Esq.
Equity Litigation Group LLP
1 Washington Mall #1307
Boston, MA 02108
(617) 468-8602
jfleming@equitylitigation.com 

Dated: August 22, 2025 

BY ORDER OF THE COURT OF 
CHANCERY OF THE STATE OF 
DELAWARE                                 

¹ Certain persons and entities are excluded from the Class by definition, as set forth in the full Notice of Pendency of Stockholder Class Action and Proposed Settlement, Settlement Hearing, and Right to Appear (the "Notice"), available at www.ngmstockholderlitigationsettlement.com. Any capitalized terms used in this Summary Notice that are not otherwise defined in this Summary Notice shall have the meanings given to them in the Notice.
² "Excluded Persons" means the persons and entities that Defendants will identify to be excluded from the Class by definition, in accordance with paragraph I.1(o) of the Stipulation.

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SOURCE Equity Litigation Group, LLP

FAQ

What is the settlement amount in the NGM Biopharmaceuticals (NGM) stockholder lawsuit?

The proposed settlement amount is $6,000,000.00 in cash to resolve claims related to the take-private transaction with The Column Group, LP.

When is the settlement hearing for the NGM Biopharmaceuticals class action lawsuit?

The settlement hearing is scheduled for October 21, 2025 at 3:15 p.m. before Vice Chancellor Morgan T. Zurn.

How much did NGM shareholders receive in the take-private transaction?

Shareholders received $1.55 per share in cash at the closing of the take-private transaction on April 5, 2024.

How can NGM shareholders participate in the settlement?

Eligible Class Members will automatically receive pro rata payments from the Net Settlement Fund based on their number of eligible shares. No claim form is required.

What is the deadline for objecting to the NGM settlement?

The deadline for filing objections to the proposed settlement is October 7, 2025.