According to the law firm press release, Align designs, manufactures and markets Invisalign, a proprietary method for treating the misalignment of teeth.
The complaint alleges that during the Class Period, defendants issued materially false and misleading statements regarding Align’s current financial condition and quarterly and year-end revenue and earnings outlook for fiscal 2012. As a result of these misrepresentations and/or omissions, Align’s stock traded at artificially inflated prices during the Class Period, reaching a high of $39.17 per share on September 13, 2012, and allowing Company insiders to sell more than 1.5 million shares of Align stock at artificially inflated prices for illegal insider trading proceeds of more than $52 million.
Then on October 17, 2012, the Company disclosed that as a result of the termination of its distribution agreement with the Straumann Group, the Company’s exclusive distributor in Europe, it would review its goodwill and possibly take a substantial impairment charge, which would erase a significant amount of the goodwill value of Cadent Holdings, Inc., a leading provider of 3D scanning solutions for orthodontics and dentistry, which Align had acquired in April 2011. On the same day, the Company issued a press release pre-announcing its third quarter fiscal 2012 financial results, which missed Wall Street analysts’ revenue and earnings expectations. In addition, the Company reported that Cadent scanner and CAD/CAM sales and services revenues had declined nearly 16% year-over-year. Finally, the Company issued a weak revenue and earnings outlook for the fourth quarter of 2012, well short of prior expectations. On these disclosures, Align’s stock price plummeted more than 20%, from a close of $35.41 per share on October 17, 2012 to a close of $28.18 per share on October 18, 2012.
According to the complaint, defendants’ statements during the Class Period concerning Align’s current financial condition and financial results for fiscal 2012 were each false and misleading, because defendants knew or deliberately disregarded and failed to disclose the following facts: (a) the Company’s reported income and earnings were materially overstated, as the Company failed to timely write down goodwill associated with the Cadent acquisition; (b) negotiations with Straumann concerning its distribution relationship with Align had failed or been failing and therefore the goodwill associated with the acquisition of Cadent had already been materially impaired; and (c) the Company’s sales and current sales trends could not support the Company’s third quarter and fiscal 2012 financial forecasts.
On May 29, 2013, the Court appointed Plaintiff City of Dearborn Heights Act 345 Police and Fire Retirement System as the lead plaintiff in this action and approved the Retirement System’s selection of Robbins Geller as lead counsel.
On July 11, 2013, an Amended Complaint for Violations of the Federal Securities Laws was filed by the lead plaintiffs against the defendants.
On December 9, 2013, the Court granted an Order on Motion to Dismiss with leave to amend allowing the plaintiff to file an amended complaint 30 days from the date of the order.
On January 8, 2014, a Second Amended Complaint for Violations of the Federal Securities Laws was filed by the lead plaintiffs against the defendants.
On August 22, 2014, the Court issued an Order granting Defendants' Motion to Dismiss with prejudice.