According to the Complaint, this action arises out of the mergerbetween Rentrak and comScore on February 1, 2015 (the “Transaction” and the “Class”). The issuance of comScore common stock in connection with the Transaction was registered under the Securities Act of 1933, as amended, pursuant to comScore’s registration statement on Form S-4 (File No. 333-207714), filed with the SEC and declared effective on December 23, 2015 (the “Registration Statement”).
The Complaint alleges the Registration Statement provided historical consolidated financial data for comScore for 2010 through 2014—including (i) revenue; (ii) total expenses from operations; and (iii) (loss) income from operations—derived from comScore’s audited consolidated financial statements, which were incorporated by reference. The Registration Statement also provided the same
information for the six months ended June 30, 2015 and June 30, 2014. comScore has now admitted that this financial information was misstated and can no longer be relied upon. Defendants are strictly liable for the losses that Plaintiff and the Class have incurred as a result of these untrue statements of material fact.
On March 21, 2017, this case was remanded to the Multnomah County Circuit Court.