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James Newman, Et Al. V. Ascena Retail Group, Inc., Et Al. 19-CV-13529-Complaint for Violation of the Federal Securities Laws

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James Newman, Et Al. V. Ascena Retail Group, Inc., Et Al. 19-CV-13529-Complaint for Violation of the Federal Securities Laws Case 2:19-cv-13529 Document 1 Filed 06/07/19 Page 1 of 25 PageID: 1 SEEGER WEISS LLP CHRISTOPHER A. SEEGER DAVID R. BUCHANAN CHRISTOPHER L. AYERS 55 Challenger Road, 6th Floor Ridgefield Park, NJ 07660 Telephone: 973-639-9100 Fax: 973-584-9393 [email protected] [email protected] [email protected] ROBBINS GELLER RUDMAN & DOWD LLP SAMUEL H. RUDMAN VICKI M. DIAMOND 58 South Service Road, Suite 200 Melville, NY 11747 Telephone: 631-367-7100 Fax: 631-367-1173 [email protected] [email protected] JOHNSON FISTEL, LLP MICHAEL I. FISTEL, JR. 40 Powder Springs Street Marietta, GA 30064 Telephone: 770-200-3104 Fax: 770-200-3101 [email protected] Attorneys for Plaintiff UNITED STATES DISTRICT COURT DISTRICT OF NEW JERSEY x JAMES NEWMAN, Individually and on : Civil Action No. __________________ Behalf of All Others Similarly Situated, : : COMPLAINT FOR VIOLATION OF THE Plaintiff, : FEDERAL SECURITIES LAWS : vs. : : ASCENA RETAIL GROUP, INC., DAVID R. : JURY TRIAL DEMANDED JAFFE and ROBERT GIAMMATTEO, : : Defendants. : x Case 2:19-cv-13529 Document 1 Filed 06/07/19 Page 2 of 25 PageID: 2 Plaintiff James Newman (“Plaintiff”), alleges the following based upon the investigation of Plaintiff’s counsel, which included a review of United States Securities and Exchange Commission (“SEC”) filings by Ascena Retail Group, Inc. (“Ascena” or the “Company”), as well as regulatory filings and reports, securities analysts’ reports and advisories about the Company, press releases and other public statements issued by the Company, and media reports about the Company, and Plaintiff believes that substantial additional evidentiary support will exist for the allegations set forth herein after a reasonable opportunity for discovery. NATURE OF THE ACTION 1. This is a federal securities class action on behalf of all purchasers of Ascena common stock between September 16, 2015 and June 8, 2017 inclusive (the “Class Period”), seeking to pursue remedies under the Securities Exchange Act of 1934 (the “Exchange Act”). JURISDICTION AND VENUE 2. The claims asserted herein arise under and pursuant to Sections 10(b) and 20(a) of the Exchange Act [15 U.S.C. §§78j(b) and 78t(a)] and Rule 10b-5 promulgated thereunder by the SEC [17 C.F.R. §240.10b-5]. 3. This Court has jurisdiction over the subject matter of this action pursuant to 28 U.S.C. §1331 and Section 27 of the Exchange Act [15 U.S.C. §78aa]. 4. Venue is proper in this District pursuant to Section 27 of the Exchange Act, and 28 U.S.C. §1391(b). Ascena maintains its headquarters in this District and many of the acts and conduct that constitute the violations of the laws complained of herein, including dissemination to the public of materially false and misleading information, occurred in and/or were issued from this District. - 2 - Case 2:19-cv-13529 Document 1 Filed 06/07/19 Page 3 of 25 PageID: 3 5. In connection with the acts alleged in this complaint, defendants, directly or indirectly, used the means and instrumentalities of interstate commerce, including, but not limited to, the mails, interstate telephone communications and the facilities of the national securities markets. PARTIES 6. Plaintiff James Newman purchased the common stock of Ascena during the Class Period as set forth in the attached certification, incorporated by reference herein, and has been damaged thereby. 7. Defendant Ascena is a leading national specialty retailer of apparel for women and tween girls. Ascena stock trades under the ticker “ASNA” on the NASDAQ, an efficient market. Ascena is a Delaware corporation with its principal place of business at 933 MacArthur Boulevard, Mahwah, New Jersey. 8. Defendant David R. Jaffe (“Jaffe”) is, and at all relevant times was, during the Class Period, Chief Executive Officer (“CEO”), President and Chairman of the Board of Ascena. He retired from his position as CEO and Chairman of the Board on May 1, 2019. He remains a member of the Board of Directors. 9. Defendant Robert Giammatteo (“Giammatteo”) is, and at all relevant times was, during the Class Period, Chief Financial Officer (“CFO”) and Executive Vice President (“EVP”) of Ascena. 10. Defendants Jaffe and Giammatteo are referred to herein as the “Individual Defendants.” Ascena and the Individual Defendants are referred to herein, collectively, as the “Defendants.” 11. Defendants are liable for: (i) making materially false statements; or (ii) failing to disclose material adverse facts known to them about Ascena. Defendants’ fraudulent scheme and - 3 - Case 2:19-cv-13529 Document 1 Filed 06/07/19 Page 4 of 25 PageID: 4 course of business that operated as a fraud or deceit on purchasers of Ascena stock was a success, as it: (i) deceived the investing public regarding Ascena’s prospects and business; (ii) artificially inflated the price of Ascena common stock; and (iii) caused Plaintiff and other members of the Class to purchase Ascena common stock at artificially inflated prices. CLASS ACTION ALLEGATIONS 12. Plaintiff brings this action as a class action pursuant to Federal Rule of Civil Procedure 23(a) and (b)(3) on behalf of a class consisting of all those who purchased Ascena common stock during the Class Period and who were damaged thereby (the “Class”). Excluded from the Class are Defendants, the officers and directors of the Company, at all relevant times, members of their immediate families and their legal representatives, heirs, successors or assigns and any entity in which Defendants have or had a controlling interest. 13. The members of the Class are so numerous that joinder of all members is impracticable. Throughout the Class Period, Ascena shares were actively traded on the NASDAQ. While the exact number of Class members is unknown to Plaintiff at this time and can only be ascertained through appropriate discovery, plaintiff believes that there are hundreds or thousands of members in the proposed Class. Record owners and other members of the Class may be identified from records maintained by Ascena or its transfer agent and may be notified of the pendency of this action by mail, using the form of notice similar to that customarily used in securities class actions. 14. Plaintiff’s claims are typical of the claims of the members of the Class as all members of the Class are similarly affected by Defendants’ wrongful conduct in violation of federal law that is complained of herein. 15. Plaintiff will fairly and adequately protect the interests of the members of the Class and has retained counsel competent and experienced in class and securities litigation. - 4 - Case 2:19-cv-13529 Document 1 Filed 06/07/19 Page 5 of 25 PageID: 5 16. Common questions of law and fact exist as to all members of the Class and predominate over any questions solely affecting individual members of the Class. Among the questions of law and fact common to the Class are: (a) whether the federal securities laws were violated by Defendants’ acts as alleged herein; (b) whether statements made by Defendants to the investing public during the Class Period misrepresented material facts about the business, operations and management of Ascena; and (c) to what extent the members of the Class have sustained damages and the proper measure of damages. 17. A class action is superior to all other available methods for the fair and efficient adjudication of this controversy since joinder of all members is impracticable. Furthermore, as the damages suffered by individual Class members may be relatively small, the expense and burden of individual litigation make it impossible for members of the Class to individually redress the wrongs done to them. There will be no difficulty in the management of this action as a class action. SUBSTANTIVE ALLEGATIONS 18. Defendant Ascena is a leading national specialty retailer of apparel for women and tween girls. Ascena operates its business in four operating segments: Premium Fashion, Value Fashion, Plus Fashion and Kids Fashion. 19. On May 18, 2015, Ascena issued a press release announcing that it had entered into a definitive merger agreement with ANN Inc. (“ANN”), under which Ascena will acquire ANN for a combination of cash and stock (the “ANN Acquisition”). ANN is the parent company of Ann Taylor and LOFT and as of January 31, 2015, operated 1,030 Ann Taylor, Ann Taylor Factory, LOFT Outlet and other stores in forty-seven (47) states, the District of Columbia, Puerto - 5 - Case 2:19-cv-13529 Document 1 Filed 06/07/19 Page 6 of 25 PageID: 6 Rico and Canada. Defendant Jaffe commented on the announcement stating in pertinent part as follows: This powerful transaction joins two strong and highly complementary organizations and management teams and dramatically reinforces our leadership position in women’s specialty apparel retailing. We are excited to further leverage our uniquely capable operating platform and exceptional combined talent to drive immediate, significant and ongoing value for our stockholders. With the addition of the Ann Taylor and LOFT brands, ascena will become one of North America’s largest and most diversified specialty apparel retailers, with a tremendous set of opportunities to continue to expand its leadership position in the women’s apparel market. 20. On August 21, 2015, Ascena issued a press release announcing that it completed the ANN Acquisition. Defendant Jaffe commented on the announcement stating in pertinent part as follows: This powerful merger joins two strong and highly complementary organizations, and dramatically reinforces our leadership position in women’s specialty apparel retailing. The acquisition positions ascena as the third largest specialty apparel retailer and the single largest focused on women’s apparel, with a diverse brand portfolio that serves women of all ages, sizes and demographics. We expect to leverage ascena’s state-of-the-art distribution and fulfillment centers and its shared services capabilities to rapidly and comprehensively integrate the ANN INC.
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