SAN FRANCISCO, Sept. 19, 2024 (GLOBE NEWSWIRE) -- Girard Sharp LLP and The Hall Firm, Ltd., both national law firms specializing in complex class actions and shareholder rights, announce they have filed a class action lawsuit for violations of the federal securities laws against Orthofix Medical Inc. (“Orthofix” or “Company”) (NASDAQ: OFIX) and certain current and former officers and directors of Orthofix and SeaSpine Holdings Corporation (“SeaSpine”). The class action asserts claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 on behalf of former SeaSpine shareholders who acquired newly issued Orthofix common stock in exchange for SeaSpine shares pursuant to the January 5, 2023 stock-for-stock transaction (the “Merger”) by which Orthofix merged with and acquired SeaSpine (the “Class”). The case is pending in the United States District Court for the Southern District of California and is captioned: O’Hara v. Orthofix Medical Inc., et al., No. 3:24-cv-01593-LL-SBC (S.D. Cal.).
If you wish to serve as lead plaintiff of the Orthofix class action lawsuit, please provide your information by clicking here. You can also contact attorney Adam Polk of Girard Sharp by calling (866) 981-4800 or via e-mail at mailto:apolk@girardsharp.com. Lead plaintiff motions for the Orthofix class action lawsuit must be filed with the United States District Court for the Southern District of California no later than November 8, 2024.
CASE ALLEGATIONS: The complaint alleges the offering materials for the Merger and related oral communications contained materially false and misleading statements and omissions concerning Orthofix’s effective disclosure controls and procedures and internal controls over financial reporting and ethical compliance. The complaint alleges that, in truth, at the time of the Merger, Orthofix lacked adequate internal controls and its compliance and training programs and protocols were grossly deficient, resulting in: lax vetting of incoming executive hires; senior management and directors engaging in rampant harassment and other inappropriate misconduct in violation of the Company’s purported ethical and professional standards; prioritization of personal and financial incentives over ensuring that Orthofix and its management complied with applicable laws, regulations, and contracts; and the Company’s failure to ensure that its SEC filings and public disclosures were free of material misstatements. With these and related misrepresentations and omissions in the offering materials and related oral communications, defendants were able to complete the Merger. As the truth of defendants’ misrepresentations and omissions later only gradually and partially emerged, the price of Orthofix shares suffered sharp declines.
For example, on September 12, 2023, defendants announced the appointment of an interim CEO, interim CFO, and interim CLO, effective immediately, following the “unanimous decision by the Board’s independent directors to terminate for cause Keith Valentine, John Bostjancic and Patrick Keran from those respective roles” based upon an investigation that revealed “that each of these executives engaged in repeated inappropriate and offensive conduct that violated multiple code of conduct requirements and was inconsistent with the Company’s values and culture.” On this news, the price of Orthofix shares plummeted over 30% on heavy volume to a close of $13.01 per share on September 13, 2023.
Then, on March 5, 2024, Orthofix admitted, with its filing with the SEC, that its “internal control over financial reporting was not effective as of December 31, 2023, due to a material weakness in the design and operation of certain management review controls pertaining to business combinations and assessing recoverability of goodwill, resulting from insufficient evidence supporting the precision over the determination of certain estimates and insufficient evidence supporting the operating effectiveness of the associated review controls.”
By the commencement of the securities class action, Orthofix shares have traded below $10 per share, an over 50% decline from the amount paid per share in the Merger exchange.
LEAD PLAINTIFF PROCESS: The Private Securities Litigation Reform Act of 1995 permits any investor who acquired Orthofix common stock in exchange for their SeaSpine common stock pursuant to the Merger to seek appointment as lead plaintiff in the Orthofix class action lawsuit. A lead plaintiff is generally the movant with the greatest financial interest in the relief sought by the putative class who is also typical and adequate of the putative class. A lead plaintiff acts on behalf of all other class members in directing the Orthofix class action lawsuit. The lead plaintiff can select a law firm of its choice to litigate the Orthofix class action lawsuit.
LEAD PLAINTIFF DEADLINE: If you wish to be lead plaintiff, a motion on your behalf must be filed with the United States District Court for the Southern District of California no later than November 8, 2024. You do not need to seek appointment as lead plaintiff to share in any Class recovery in the class action. If you are a Class member and there is a recovery for the Class, you can share in that recovery as an absent Class member.
ABOUT GIRARD SHARP: Girard Sharp serves, and has served, as lead counsel in securities and other complex financial fraud cases throughout the country, and has successfully prosecuted numerous class actions on behalf of injured investors. We have secured hundreds of millions in recoveries on behalf of investor classes, including negotiating a $120 million settlement fund in In re Lehman Brothers Equity/Debt Sec. Litig. More recently, we obtained a $36.5 million securities settlement against Maxar Technologies, a space imagery company, after its share price collapsed following its acquisition of DigitalGlobe. Girard Sharp has earned top-tier rankings from U.S. News and World Report for Securities and Class Action Litigation and has been repeatedly selected as an Elite Trial Lawyers finalist by the National Law Journal.
ABOUT THE HALL FIRM: The Hall Firm, Ltd., represents shareholders in state and federal courts nationwide. Our shareholder rights practice runs the gamut, from historic securities fraud class actions to pioneering recoveries in the wake of botched IPOs and mergers. We stay ahead of the curve by eschewing the assembly line approach of other firms. Fresh eyes and an open mind give us an edge that pays off for the individual and institutional investors we represent. Over the past 5 years alone, the work of our attorneys has contributed to over $500 million in recoveries for aggrieved investors. Recent examples include: In re Maxar Technologies Inc. Shareholder Litig. (Cal. Sup. Ct., Santa Clara Cnty.) ($36.5 million recovery); In re Newell Brands (N.J. Sup. Ct., Hudson County) ($102.5 million recovery).
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Contacts
Adam E. Polk
Girard Sharp LLP
601 California Street, Suite 1400
Telephone: (866) 981-4800
apolk@girardsharp.com
