The original complaint charges Perrigo and certain of its officers and directors with violations of the Securities Exchange Act of 1934. Perrigo develops, manufactures, and distributes over-the-counter and prescription pharmaceuticals, nutritional products, active pharmaceutical ingredients, and consumer products worldwide.
Specifically, the complaint alleges that during the Class Period, defendants misled investors regarding the Company’s exposure to at least $18 million of Auction Rate Securities (“ARS”) held by the Company. In January and February of 2008, several auctions of ARS began to fail, limiting the liquidity of these securities. Eventually it came to light that the investment banks that collected lucrative fees for underwriting the issuance of ARS and conducting the auctions had secretly been buying ARS in their own auctions whenever necessary to keep auctions from failing. By early 2008, however, the banks’ balance sheets were stretched too thin for the practice to continue and the market for ARS collapsed.
According to the complaint, Perrigo was left holding $18 million of ARS when the market froze. With few secondary markets and virtually no liquidity, the value of most ARS plummeted, even though the issuers were not in default. However, because the Attorneys General for New York and Massachusetts, as well as the SEC, initiated investigations and/or proceedings against many of the banks that underwrote ARS and conducted the auctions, one bank after another began to redeem the ARS their clients had purchased. Perrigo had a reasonable expectation of redeeming its $18 million in ARS until September 15, 2008. On that date, Lehman Brothers Holdings, Inc. (“Lehman”) declared bankruptcy. Lehman was the bank that underwrote and sold the ARS to Perrigo. On November 6, 2008, the beginning of the Class Period, defendants reported the “fair value” of Perrigo’s ARS as $14,500,000, but concealed the impact of Lehman’s bankruptcy on Perrigo’s ARS. Then just three months later, on February 3, 2009, defendants disclosed, for the first time, that Lehman had underwritten and sold the ARS to Perrigo. They also announced that the Company was writing off the entire value of its ARS, wiping out over a third of Perrigo’s earnings in the quarter. As a result of this disclosure, the stock price plunged 18% that day, causing massive losses to investors.
According to the Order entered on June 19, 2009, CLAL Finance Batucha Investment Management, Ltd., The Phoenix Insurance Company, Ltd., Excellence Nessuah Mutual Funds Management, Ltd., and Excellence Nessuah Gemel & Pension, Ltd., are appointed Co-Lead Plaintiffs. The Co-Lead Plaintiffs' selections of Pomerantz Haudek Grossman & Gross LLP and Glancy Binkow & Goldberg LLP are also approved as Co-Lead Counsel. On July 31, 2009, the lead plaintiffs filed an Amended Class Action Complaint. On September 28 and 29, 2009, the defendants filed a motion to dismiss the Amended Class Action Complaint.
On September 30, 2010, Judge Thomas P. Griesa signed the opinion granting the defendants’ motion to dismiss with respect to the 20(a) claim against defendants Brlas, Kunkle, and Zilberfarb. The motion is denied with respect to all other claims. On October 7, 2010, Judge Griesa signed an Amended Opinion. According to Opinion #995140, Defendants 12(b)(6) motion to dismiss is granted with respect to the 20(a) claim against defendants Brlas, Kunkle, and Zilberfarb. The motion is denied with respect to all other claims. On October 29, 2010, the defendants filed a motion to dismiss the Amended Complaint.
According to the Memorandum and Opinion dated September 28, 2011, the court grants defendants dismissal motion and dismisses the claims of the current lead plaintiffs. Also, the court rules that the class can only consist of persons who purchased their Perrigo shares on the NASDAQ market or by other means involving transactions in the United States. The court will allow the amendment of the complaint to assert claims by named plaintiffs who purchased their shares in the United States. The court also grants leave to Harel to intervene and to become a named plaintiff, provided that there is a proper allegation that the purchases of Harel were made in the United States. The court will allow the amended complaint to include Harel as a named plaintiff. In due course, the court will determine who will be lead plaintiffs and further determine whether there is any need to make any revision to the designation of lead counsel. This opinion resolves document numbers 45, 50, and 54 on the docket.
On October 7, 2011, a Second Amended Class Action Complaint was filed.
According to the Stipulation and Order entered on October 27, 2011, Harel Insurance, Ltd., and Michael L. Warner are hereby appointed as co-lead plaintiffs, and the law firms of Pomerantz Haudek Grossman & Gross LLP, Glancy Binkow &Goldberg LLP, and Robbins Geller Rudman & Dowd LLP are hereby appointed as co-lead counsel.
On September 7, 2012, a Stipulation was entered into the Court's Docket voluntarily dismissing certain individual defendants.
On December 27, 2012, the parties entered into a Stipulation of Settlement. On January 28, 2013, the Court issued an Order preliminarily approving the Settlement. On May 17, the Court issued a Judgment approving the Settlement and ordered this case dismissed with prejudice. The Court also awarded attorneys' fees and expenses. On April 11, 2014, the Court issued an Order granting the Motion for Distribution of Settlement Fund.