According to a press release dated February 5, 2009, the complaint alleges that defendants consummated the Offerings pursuant to the false and misleading Registration Statement and Prospectuses. Specifically, ING sold 41,800,000 6.375% Securities at $25 per share for proceeds of over $1 billion in the June 2007 Offering and 80 million 8.50% Securities at $25 per share for proceeds of approximately $2.0 billion in the June 2008 Offering. The Registration Statement/Prospectuses incorporated ING’s financial results for 2005/2006 and 2006/2007. Then, after the Offerings were completed, ING announced $2 billion in impairment charges associated with its exposure to bad loans, mortgage-related securities and other ‘pressurized’ assets, causing the prices of the Securities issued in the Offerings to decline.
According to the complaint, the true facts which were omitted from the Registration Statement were: (a) defendants’ assets, including loans and mortgage-related securities, were impaired to a much larger extent than the Company had disclosed; (b) defendants failed to properly record losses for impaired assets; (c) the Company’s internal controls were inadequate to prevent the Company from improperly reporting the value of its assets; and (d) ING was not as well capitalized as represented, and, notwithstanding the billions of dollars raised in the Offerings, the Company would have to raise an additional $10 billion by selling equity in the Company to the Dutch government.
Plaintiff seeks to recover damages on behalf of all persons who acquired the 6.375% Securities and/or the 8.50% Securities of ING pursuant or traceable to the Registration Statement issued in connection with the Company’s June 2007 and June 2008 Offerings (the ‘Class’).
NOTE: On February 17, 2009, Wolf Haldenstein Adler Freeman & Herz LLP filed a class action lawsuit in the United States District Court, Southern District of New York, on behalf of all persons who acquired the 7.375% ING Perpetual Hybrid Capital.
On March 30, 2009, the action was voluntarily dismissed against the defendant Ernst & Young LLP. On April 6, 2009, plaintiffs filed several motions for appointment of lead plaintiff and lead counsel. On May 19, 2009, Judge Loretta A. Preska consolidated the actions and appointed Belmont Holdings Corporation and Marshall Freidus as Lead Plaintiffs for the Class. The law firms of Coughlin Stoia Geller Rudman & Robbins LLP and the Law Offices of Bernard M. Gross, P.C. are appointed Lead Counsel. On September 25, 2009, the lead plaintiffs filed a Consolidated Amended Class Action Complaint. The defendants filed a motion to dismiss the Consolidated Amended Class Action Complaint on November 5, 2009.
According to an article dated September 15, 2010, a lawsuit brought by investors who had purchased securities in three ING Group bond offerings in 2007 and 2008 was largely dismissed in a ruling issued Tuesday, although some allegations regarding the company’s June 2008 offering disclosures did survive.These rulings appeared in a September 14, 2010 order written by Southern District of New York Judge Lewis Kaplan. … In his September 14 order, Judge Kaplan addressed each of the three offerings separately, dismissing all of the allegations regarding the June 2007 and September 2007 offerings, and many of the allegations with respect to the June 2008 offering. However, Judge Kaplan denied the motion to dismiss with respect to one part of the allegations concerning the June 2008 offering.
On January 14, 2011, the plaintiffs filed a motion to certify the class. On March 4, 2011, defendants filed a motion for judgment on the pleadings. According to the Order signed on March 29, 2011, the motion was denied without prejudice to a motion for summary judgment of dismissal.
On October 11, 2012, the Court issued an Order granting the defendants' motion to dismiss. The Clerk was directed to enter judgment and close this case.