According to the law firm press release, the complaint charges Ubiquiti, certain of its officers and directors and the underwriters of its IPO with violations of the Securities Exchange Act of 1934 and the Securities Act of 1933. Ubiquiti designs, manufactures and sells broadband wireless solutions worldwide.
On or about October 14, 2011, Ubiquiti filed its Prospectus for the IPO, which forms part of the Registration Statement and which became effective on October 13, 2011. At least 7.038 million shares of Ubiquiti common stock were sold to the public at $15 per share, raising $105.6 million in gross proceeds for the Company and the selling shareholders.
The complaint alleges that during the Class Period and in the Registration Statement and Prospectus issued in connection with the IPO, defendants issued materially false and misleading statements regarding the Company’s business practices and financial results. Specifically, defendants failed to disclose negative trends in Ubiquiti’s business, including widespread problems associated with counterfeit versions of its AirMax wireless gear being made available to the market. As a result of defendants’ false statements, Ubiquiti stock traded at artificially inflated prices during the Class Period, reaching a high of $35 per share on May 1, 2012.
On May 1, 2012, after announcing disappointing third quarter fiscal year 2012 financial results, the Company acknowledged that a former distributor of Ubiquiti’s had stolen source codes and proprietary designs for the Company’s popular and profitable AirMax line of products and was engaged in a scheme to manufacture and distribute counterfeit Ubiquiti products in direct competition with the Company. On this news, Ubiquiti stock declined $6.10 per share to close at $28.90 per share on May 2, 2012. Thereafter, on August 9, 2012, Ubiquiti announced its fourth quarter fiscal 2012 financial results and announced disappointing guidance for the first quarter of fiscal 2013, admitting that the distribution of the unauthorized copies of its AirMax products was more widespread than previously disclosed and would have a detrimental impact on the Company’s future results. As a result of this news, Ubiquiti stock declined $6.30 per share to close at $8.71 per share on August 10, 2012, a one-day decline of nearly 42%.
According to the complaint, defendants knew, but concealed from the investing public: (a) the true magnitude of the risks the Company faced from counterfeit goods; (b) the widespread nature and extent of the counterfeit operations and the impact the counterfeit activities would have on the Company’s future operating results; (c) the increased risks to the Company’s operations due to its unique business model, whereby it relied exclusively upon distributors to sell its products to end customers; and (d) that the Company lacked the proper internal controls to prevent its product designs from being stolen and replicated.
On November 30, 2012, the Court issued an Order appointing lead plaintiffs and approving the selection of lead counsel. On January 29, 2013, the lead plaintiffs filed their consolidated and amended complaint.
On March 26, 2014, an Order Granting Motions to Dismiss was entered by the Court on behalf of the various defendants. According to the Order, the Plaintiffs' claims under Section 11 of the Securities Act, 15 U.S.C. § 77k, Section 12(a)(2) of the Securities Act, 15 U.S.C. § 77l(a)(2), and Section 15 of the Securities Act, Act, 15 U.S.C. § 77o, are DISMISSED WITHOUT PREJUDICE as insufficiently pled. Plaintiffs' claim under Section 10(b) of the Exchange Act, 15 U.S.C. § 78j(b), and Rule 10b-5, 17 C.F.R. §240.10b-5, as well as their claim under Section 20(a) of the Exchange Act, 15 U.S.C.§ 78t(a), were DISMISSED WITH PREJUDICE IN PART AND DISMISSED WITHOUT PREJUDICE IN PART. Plaintiffs were given leave to file a second consolidated amended complaint within twenty-one days.
Plaintiffs declined to file an amended complaint, this this case was dismissed with prejudice on April 16. Plaintiffs filed a Notice of Appeal of this decision on May 15.
On October 24, 2016, the Ninth Circuit affirmed in part and reversed in part the decision of the District Court. This matter was remanded for further proceedings.