The original complaint charges Care Investment and certain of its officers and directors with violations of the Securities Act. Care Investment is a real estate investment and finance company formed principally to invest in healthcare-related commercial mortgage debt and real estate.
Specifically, the complaint alleges that on or about June 22, 2007, the Prospectus with respect to the IPO, which forms part of the Registration Statement, became effective and more than 15 million shares of Care Investment’s common stock were sold to the public at $15.00 per share, thereby raising more than $225 million. The complaint alleges that the Prospectus contained inaccurate statements of material fact because they failed to disclose that certain of the assets in the portfolio of healthcare-related mortgage assets, which was created upon the consummation of the IPO were materially impaired and therefore overvalued and that the Company was experiencing increasing difficulty in securing its warehouse financing lines.
According to the Company’s FORM 10-Q for the quarterly period ended March 31, 2008, on January 18, 2008, the court entered an order appointing co-lead plaintiffs and co-lead counsel. On February 19, 2008, the co-lead plaintiffs filed an amended complaint citing addition evidentiary support for the allegations in the complaint. Care believes the complaint and allegations are without merit and intends to defend against the complaint and allegations vigorously. The Company filed a motion to dismiss the complaint on April 22, 2008.
On March 4, 2009, Judge Stanton signed the Opinion and Order #97161 denying the defendants’ motion to dismiss the Amended Class Action Complaint. On July 9, 2010, the defendants filed a motion for summary judgment on whether Care’s registration statement and prospectus contained materially false or misleading statements, in violation of sections 11, 12(a)(2), and 15 of the Securities Act of 1933, 15 U.S.C. §§ 77k, 77l (a)(2), 77o, regarding Care’s expectation of securing warehouse financing. The lead plaintiffs filed opposition to the motion for summary judgment. On December 19, 2010, the motion for summary judgment was granted.