MEMORANDUM & ORDER In this securities fraud class action, plaintiffs seek to bring claims for violations of Section 10(b) and 20(a) of the Exchange Act and SEC Rule 10b-5 against defendants emanating from the financially disappointing spin-off of Henry Schein Animal Health (HSAH), the veterinary businesses of Henry Schein, Inc., and a fast-growing startup into a new entity, eventually known as Covetrus, Inc. (“Covetrus”). The allegations supporting these claims are subject to the strict pleading requirements of Private Securities Litigation Reform Act of 1995 (PSLRA) as well as the heightened requisites of Rule 9(b) of the Federal Rules of Civil Procedure. Defendants have moved to dismiss. Docket Entry (“DE”) 44 and 45. The Amended Complaint, by its own terms, “centers on false statements made by Covetrus and its top officers regarding the status of its crucial merger-integration process and corresponding financial health.” The question at this juncture is whether plaintiffs have adequately alleged false statements — as distinct from puffery, forward looking statements and other inactionable representations — along with allegations supporting scienter. Because, in certain instances, plaintiffs have made such allegations as to certain defendants (though not with respect to others), the motions to dismiss are GRANTED in part and DENIED in part, as discussed further herein. Facts and Procedural History Plaintiffs filed an initial complaint on or about September 2019, which was twice amended. See DE 1, 23, 41. Notably, the second amendment followed a premotion conference with the Court, after defendants set forth their arguments in support of dismissal of the then-extant complaint, and was filed in lieu of motion practice. The amended, consolidated complaint alleges the following: Covetrus was created in February 2019, resulting from a spin-off of HSAH, a large if lumbering veterinary health business, with Vets First Choice (VFC), a high-growth though unprofitable startup. DE 41 1. Key to the merger was the expectation that VFC’s technological platform, which helped veterinarians increase prescription compliance by pet owners could be combined with HSAH’s broad product offerings to yield substantial profits, bolstered by cross-selling of products by a combined sales team. Id.
28, 35-38. Unsurprisingly, company officers involved in the transaction touted the planning and organization behind the deal, emphasizing the ready integration of the two businesses. Id. 3 (noting announcements of “deep integration” of software and sales forces). A year later, the businesses continued to struggle to achieve integration, and new management advised that the efforts to achieve complete integration had not borne fruit. Id. 4. In between, Covetrus had reported allegedly “extremely disappointing financial results for the first quarter of 2019.” Id. 6. Then, in August 2019, the Company reported allegedly “disastrous” financial results, yielding a 50 percent drop in share price.1 Id. 8. The Amended Consolidated Complaint and the Show Cause Order The amended complaint purports to tie significant losses to allegedly false and misleading statements by defendants. Yet, the amended complaint proves difficult to navigate, as it frequently reiterates quotations — sometimes inaccurately — without attribution or context. See, e.g. id.
