California dental devices maker Align Technology (NSDQ:ALGN) and 2 of its top executives are off the hook after a federal judge dismissed a class action lawsuit accusing the company of misrepresenting its finances and reaping millions through illegal trading.
U.S. District Judge William Orrick threw out the lawsuit after ruling that the plaintiffs never accused Align or its leadership of any willful misconduct and that the lawsuit failed to specify how any of the challenged financial statements were specifically false or misleading.
The lawsuit, filed last year by the Michigan-based City of Dearborn Heights Act 345 Police & Fire Retirement System, accused the company of violating securities laws by concealing goodwill impairments while Align CEO Thomas Prescott and CFO Kenneth Arola earned more than $52 million through insider deals.
The lawsuit stems from Align’s 2011 $187.6 million cash acquisition of Cadent Holdings, maker of digital scanning products. The pension fund claimed that only $19.4 million of the total buyout price was in tangible assets, the rest made up by goodwill.
"Although the defendants confidently proclaimed Cadent would achieve a 20%-plus growth rate, the anticipated revenue growth and margin improvement never materialized," Law360.com reported. "In fact, according to the suit, Cadent’s margins plummeted from approximately 45% as a stand-alone company to an average of 30% after the acquisition."
Later in 2011 Align performed a "goodwill impairment test" and did not take a write-down, despite signs of impairment amidst lackluster performance and market trends, the pension fund claimed. Align’s Prescott and Arola allegedly made nearly $15 million by keeping the goodwill value inflated.
The City of Dearborn Heights Act 345 Police & Fire Retirement System has 30 days to file a new complaint.