In re Orbit/FR, Inc. Stockholders Litig.

── In re Orbit/FR, Inc. Stockholders Litig. ── Court: Court of Chancery of Delaware Date: April 13, 2026 Category: General IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE ORBIT/FR, INC. ) C.A. No. 2018-0340-JTL STOCKHOLDERS LITIGATION ) MEMORANDUM OPINION REGARDING INCENTIVE AWARD Date Submitted: February 4, 2026 Date Decided: April 13, 2026 A. Thompson Bayliss, E. Wade Houston, Caitlin C. Bozman, Ben Lucy, Clara Hubbard, ABRAMS & BAYLISS LLP, Wilmington, Delaware; Attorneys for Lead Plaintiff AB Value Partners, L.P. Bradley R. Aronstam, S. Michael Sirkin, Marguerite A. O’Brien, ROSS ARONSTAM & MORITZ LLP, Wilmington, Delaware; John A. Neuwirth, Evert J. Christensen, Jr., Honghu Wang, WEIL, GOTSHAL & MANGES LLP, New York, New York; Attorneys for Defendants Microwave Vision S.A., Philippe Garreau, and Arnaud Gandois. Henry E. Gallagher Jr., Shaun Michael Kelly, Sara A. Barry, Louis F. Masi, CONOLLY GALLAGHER LLP, Wilmington, Delaware; Attorneys for Defendant Per Iversen. LASTER, V.C.  A lead plaintiff made an exceptional contribution to a class action that generated a successful settlement. The named plaintiff seeks an incentive award for its contributions. This decision grants the request. I. FACTUAL BACKGROUND The facts are drawn from the plaintiff’s brief in support of the settlement and the documents incorporated by reference. A. The Company Orbit/Fr, Inc. (the “Company”) was a Delaware corporation specializing in the production of antenna measurement systems. Microwave Vision Group S.A. (“Parent”) owned 61.6% of its common stock. The Company’s board of directors (the “Board”) consisted of three Parent nominees and two independent directors. Parent entered into a global services agreement with its affiliates, including the Company (the “Services Agreement”). Under the Services Agreement, Parent charged its expenses to its affiliates. Parent also pooled all of its affiliates’ expenses, allocated the burden among them, and required each affiliate, including the Company, to pay its allocated share. The Company bore a disproportionate share of the total expenses, and Parent made the impact worse by adding a markup to the salaries for its personnel and for personnel at affiliates other than the Company. Parent also charged its subsidiaries a management fee that was based on each subsidiary’s profitability rather than on the value of Parent’s services. Parent similarly charged its subsidiaries trademark fees based on their profitability rather than the value of the intellectual property. B. AB Value Invests In The Company. In 2011, AB Value Partners, L.P. invested in the Company. AB Value is an investment fund. In 2013, Parent offered to buy out AB Value for $1 per share. AB Value rejected the offer and counteroffered to buy Parent’s stock in the Company at the same price. Parent said no. Parent again expressed interest in buying AB Value’s shares in 2015. Those discussions went nowhere. C. The Squeeze-Out Merger In 2016, Parent proposed a squeeze-out merger that would convert the shares held by the Company’s minority stockholders into the right to receive $2.82 per share, conditioned on approval by a special committee. The Board formed a special committee (the “Committee”). A year later, Parent restructured the deal to remove the requirement of special committee approval and replace it with a majority-of-the- minority vote. After determining that AB Value could block the majority-of-the- minority vote, Parent waived that condition. The Committee’s financial advisor indicated that it could not give a fairness opinion at the price offered. After learning about the waiver of the majority-of-the- minority vote, the financial advisor resigned. Meanwhile, Parent explored selling itself to third parties. As part of the sale process, Parent retained outside counsel to investigate its transfer pricing. Couns