On July 29, 2022, Robert Michalski (“Plaintiff”), individually and on behalf of all others similarly situated, represented by Marvin A. Miller of Miller Law LLC, filed a civil action against Weber, Christopher Scherzinger (“Scherzinger”), William Horton (“Horton”), Marla Kilpatrick (“Kilpatrick”), Kelly D. Rainko (“Rainko”), Elliott Hill (“Hill”) and Others. (collectively, “Defendants”), seeking declaratory relief and damages for alleged wrongful acts of the defendants. This case was filed in the U.S. District Court for the Northern District of Illinois.
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 persons and entities that purchased or otherwise acquired Weber Class A common stock issued in connection with the Company’s IPO.
In the complaint, the plaintiff stated, “This is a class action on behalf of persons and entities that purchased or otherwise acquired Weber Class A common stock pursuant and/or traceable to the registration statement and prospectus (collectively, the ‘Registration Statement’) issued in connection with the Company’s August 2021 initial public offering (‘IPO’ or the ‘Offering’). Weber is an outdoor cooking company that sells grills, smokers, grilling accessories, and solid fuel products across the world.”
The plaintiff alleged, “On August 6, 2021, the Company filed its prospectus on Form 424B4 with the SEC, which forms part of the Registration Statement. In the IPO, the Company sold approximately 17,857,143 shares of Class A common stock at a price of $14.00 per share. The Company received proceeds of approximately $237.5 million from the Offering, net of underwriting discounts and commissions. The proceeds from the IPO were purportedly to be used to effectuate certain reorganization transactions, for general corporate purposes, and to repay certain debts.”
Plaintiff further alleged, “On July 25, 2022, before the market opened, Weber announced its preliminary third quarter 2022 financial results, including net sales between $525 million and $530 million. The Company expected to report a net loss, noting that ‘[p]rofitability was negatively impacted’ by several factors, including ‘promotional activity to enhance retail sell through.’ Additionally, Weber announced that Chris Scherzinger ‘is departing’ from his roles as Chief Executive Officer and director of the Company.”
The plaintiff then alleged, “On this news, the Company’s stock price fell $1.21 per share, or 16%, to close at $6.30 per share on July 25, 2022, on unusually heavy trading volume. By the commencement of this action, the Company’s stock was trading as low as $6.25 per share, a nearly 55% decline from the $14 per share IPO price.”
The plaintiff also alleged, “The Registration Statement was materially false and misleading and omitted to state: (1) that Weber was reasonably likely to implement price increases; (2) that, as a result, consumer demand for Weber’s products was reasonably likely to decrease; (3) that, due to the resulting inventory buildup, Weber was reasonably likely to run promotions to ‘enhance retail sell through’; (4) that the foregoing would adversely impact Weber’s financial results; and (5) that, as a result of the foregoing, Defendants’ positive statements about the Company’s business, operations, and prospects, were materially misleading and/or lacked a reasonable basis.”
Plaintiff stated two claims for relief, including claims for the alleged violation of section 11 and 15 of the Securities Act.
In its prayer for relief, the plaintiff requested a judgment for declaratory relief and an award for compensatory damages along with reasonable costs incurred by the plaintiff.
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Pending - Other Pending
Finance - Security/Commodity/Exchange
Elaine E. Bucklo
Kelly D. Rainko
Melinda R. Rich
James C. Stephen
Goldman Sachs & Co. LLC
BofA Securities, Inc.
J.P. Morgan Securities LLC
BMO Capital Markets Corp.
Citigroup Global Markets Inc.
UBS Securities LLC
Wells Fargo Securities, LLC
Keybanc Capital Markets Inc.
Academy Securities, Inc.
Cabrera Capital Markets LLC
Marvin Alan Miller
Attorney at Miller Law LLC
145 S Wells Street, Ste 18Th Floor
Chicago, IL 60606
(#1) COMPLAINT filed by Robert Michalski; Jury Demand. Filing fee $ 402, receipt number AILNDC-19696889.(Miller, Marvin) (Entered: 07/29/2022)
Civil Cover Sheet Attachment A
(#3) ATTORNEY Appearance for Plaintiff Robert Michalski by Marvin Alan Miller (Miller, Marvin) (Entered: 07/29/2022)
DocketCLERK'S NOTICE: Pursuant to Local Rule 73.1(b), a United States Magistrate Judge of this court is available to conduct all proceedings in this civil action. If all parties consent to have the currently assigned United States Magistrate Judge conduct all proceedings in this case, including trial, the entry of final judgment, and all post-trial proceedings, all parties must sign their names on the attached #Consent To# form. This consent form is eligible for filing only if executed by all parties. The parties can also express their consent to jurisdiction by a magistrate judge in any joint filing, including the Joint Initial Status Report or proposed Case Management Order. (lm, London) (Entered: 08/01/2022)Read MoreRead Less
DocketCASE ASSIGNED to the Honorable Elaine E. Bucklo. Designated as Magistrate Judge the Honorable Heather K. McShain. Case assignment: Random assignment. (lm, London) (Entered: 08/01/2022)Read MoreRead Less
Docket(#3) ATTORNEY Appearance for Plaintiff Robert Michalski by Marvin Alan Miller (Miller, Marvin) (Entered: 07/29/2022)Read MoreRead Less
Docket(#2) CIVIL Cover Sheet (Attachments: #1 Civil Cover Sheet Attachment A)(Miller, Marvin) (Entered: 07/29/2022)Read MoreRead Less
Docket(#1) COMPLAINT filed by Robert Michalski; Jury Demand. Filing fee $ 402, receipt number AILNDC-19696889.(Miller, Marvin) (Entered: 07/29/2022)Read MoreRead Less