May 31, 2012
Bernstein Liebhard LLP today announced that five days remain – until June 4, 2012 – to file a motion for lead plaintiff in a class action pending against Groupon, Inc. (“Groupon” or the “Company”).
Several weeks ago, a class action was commenced in the United States District Court for the Northern District of Illinois on behalf of purchasers (the “Class”) of Groupon (NASDAQ: GRPN) common stock during the period of November 4, 2011 and March 30, 2012 (the “Class Period”), and/or who acquired shares of Groupon common stock pursuant or traceable to the Company’s November 4, 2011 initial public offering (“IPO”).
The complaint charges Groupon, 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. Groupon is a local e-commerce marketplace that connects merchants to consumers by offering goods and services at a discount.
The complaint alleges that during the Class Period, defendants issued materially false and misleading statements regarding the Company’s business practices and financial results. Specifically, defendants failed to disclose negative trends in Groupon’s business and made false statements regarding Groupon’s financial results. As a result of these false statements, defendants were able to successfully accomplish Groupon’s IPO at $20.00 per share, and subsequently Groupon’s stock traded at artificially inflated prices during the Class Period, reaching a high of $26.19 per share on November 18, 2011.
On November 3, 2011, Groupon announced the pricing of its IPO of 35 million shares of common stock at $20 per share for net proceeds of $658 million. As part of the Prospectus and Registration Statement issued in connection with the IPO and during the Class Period, defendants represented that the Company had competitive advantages which would benefit its business and reported financial results which showed dramatic growth.
Then, on March 30, 2012, after the market closed, Groupon issued a press release announcing a revision to its fourth quarter and full-year 2011 financial results, including a reduction in its fourth quarter 2011 revenue of $14.3 million. This resulted in an increase to Groupon’s fourth quarter 2011 operating expenses that reduced operating income by $30 million, net income by $22.6 million, and earnings per share by $0.04. Groupon attributed the revision to a shift in the Company’s fourth quarter deal mix and higher price point offers, which resulted in higher refund rates. On this news, Groupon’s stock dropped $3.10 per share to close at $15.28 per share on April 2, 2012, a decline of 17% on volume of 10 million shares.
According to the complaint, the true facts, which were known by the defendants but concealed from the investing public during the Class Period, were as follows: (a) Groupon’s financial results were materially false and misleading in violation of Generally Accepted Accounting Principles (“GAAP”); (b) Groupon’s revenues were overstated in violation of GAAP; (c) Groupon’s business was not growing to the extent represented by defendants and was not nearly as resistant to competition as suggested by defendants; (d) the IPO Registration Statement and Prospectus concealed that Groupon was not in compliance with the laws and regulations of some of the countries in which it operated, including the United Kingdom; and (e) Groupon’s internal controls were so poor and inadequate that Groupon’s reported results were not reliable.
Plaintiffs seek to recover damages on behalf of all Class members who purchased or otherwise acquired Groupon common stock during the Class Period. If you purchased or otherwise acquired Groupon common stock during the Class Period, and either lost money on the transaction or still hold the shares, you may wish to join in this action to serve as lead plaintiff. In order to do so, you must meet certain requirements set forth in the applicable law and file appropriate papers no later than June 4, 2012.
A “lead plaintiff” is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class. Under certain circumstances, one or more class members may together serve as lead plaintiff. Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. You may retain Bernstein Liebhard LLP, or other counsel of your choice, to serve as your counsel in this action.
If you are interested in discussing your rights as a Groupon shareholder and/or have information relating to the matter, please contact Joseph R. Seidman, Jr. at (877) 779-1414 or firstname.lastname@example.org.
Bernstein Liebhard has pursued hundreds of securities, consumer and shareholder rights cases and recovered over $3 billion for its clients. It has been named to The National Law Journal’s “Plaintiffs’ Hot List” in each of the last nine years.
You can obtain a copy of the complaint from the clerk of the court for the United States District Court for the Northern District of Illinois.