NEW YORK, July 10, 2023 (GLOBE NEWSWIRE) -- Bragar Eagel & Squire, P.C., a nationally recognized shareholder rights law firm, reminds investors that class actions have been commenced on behalf of stockholders of GDS Holdings Limited (NASDAQ: GDS) and Arrow Financial Corporation. Stockholders have until the deadlines below to petition the court to serve as lead plaintiff. Additional information about each case can be found at the link provided.
GDS Holdings Limited (NASDAQ: GDS)
Class Period: April 12, 2021 – April 3, 2023
Lead Plaintiff Deadline: August 21, 2023
On April 4, 2023, GDS announced on Form 20-F that Chief Executive Officer (“CEO”), William Wei Huang, entered into pre-paid forward sale contract transactions, which the Company previously omitted. The Form 20-F states that “Mr. Huang has in the past entered into, and may in the future enter into, certain transactions from time to time, including derivative transactions, that have and could have the effect of reducing Mr. Huang’s beneficial ownership in our company. Mr. Huang informed our company that certain variable pre-paid forward sale contract transactions in respect of 42,457,504 ordinary shares beneficially owned by him, which transactions he originally entered into between May 2020 and June 2022, would expire between March 2023 and December 2023. If Mr. Huang chooses to settle these transactions by transferring ownership of the 42,457,504 ordinary shares to the counterparties, his beneficial ownership interest in our total issued share capital may decrease to below 5%, which would trigger an automatic conversion event, unless the 5% threshold contained in our Articles of Association is reduced or he otherwise acquires beneficial ownership of additional shares to keep his beneficial ownership at or above 5% or such other threshold if so reduced.
"Should this happen, all Class B ordinary shares would automatically convert into Class A ordinary shares, and the dual-class share structure would thereby be terminated. This would constitute a change of control for the purposes of certain of our, or our subsidiaries’ and the consolidated entities’, sales agreements and domestic loan facility agreements, and if such provisions under the domestic loan agreements are triggered, which could give the lenders the right to demand early repayment under these domestic loan agreements. Such change of control may result in actual, potential or alleged breaches or early termination of other contracts or agreements. The change of control potentially may also have implications for the purposes of China’s national security review regime and anti-monopoly merger filing requirements, if applicable. The occurrence of any of the foregoing may have a material and adverse effect on our business development, financial condition and future prospects.”
On this news, GDS’ American depositary receipt (“ADR”) price fell $0.74 per ADR, or 3.99%, to close at $17.80 per ADR on April 4, 2023.
According to the lawsuit, defendants throughout the Class Period made false and/or misleading statements and/or failed to disclose, among other things, that: (1) Defendant Huang had engaged in undisclosed pre-paid forward sale contract transactions as early as May 2020; (2) this presented a risk of Defendant Huang’s ownership going below 5% of the Company’s outstanding shares; (3) if Huang’s ownership dipped below 5%, it would result in a change of control of the Company which, as the Company admitted, could result in disastrous consequences; and (4); as a result, Defendants’ statements about its business, operations, and prospects, were materially false and misleading and/or lacked a reasonable basis at all relevant times. When the true details entered the market, the lawsuit claims that investors suffered damages.
For more information on the GDS class action go to: https://bespc.com/cases/GDS
Arrow Financial Corporation (NASDAQ: AROW)
Class Period: March 12, 2022 – May 12, 2023
Lead Plaintiff Deadline: August 22, 2023
Arrow is a bank holding company that provides commercial and consumer banking, as well as financial products and services. The Company’s common stock trades on the NASDAQ Global Select Market (“NASDAQ”). Accordingly, the Company is subject to the NASDAQ’s listing and periodic filing requirements, including the requirement to timely file quarterly and annual reports with the U.S. Securities and Exchange Commission (“SEC”).
On March 16, 2023, Arrow disclosed that it could not timely file its annual report on Form 10-K with the SEC for the quarter and year ended December 31, 2022 (the “2022 10-K”) because “[t]he Company requires additional time to complete the assessment of the effectiveness of internal controls over financial reporting as of December 31, 2022.” Arrow also advised that it “believes that the [2022] 10-K will be filed within the extension period provided under Rule 12b-25 of the [Exchange Act], as amended.”
On this news, Arrow’s stock price fell $0.99 per share, or 3.64%, to close at $26.21 per share on March 17, 2023.
On March 31, 2023, Arrow disclosed that “it will not be able to timely file the [2022 10-K]” within the extension period provided under Rule 12b-25 of the Exchange Act, as amended. The same filing also noted that Defendants expect to disclose deficiencies in the Company’s internal controls over financial reporting in the purportedly forthcoming 2022 10-K, which related to, inter alia, the failure to (i) design and maintain an effective risk assessment process, (ii) design and maintain effective monitoring activities to provide sufficient management oversight over the internal control evaluation process to support the internal control objectives, and (iii) assess and communicate the severity of identified deficiencies in a timely manner to those individuals responsible for taking corrective action.
On May 11, 2023, Arrow disclosed that it could not timely file its quarterly report on Form 10-Q with the SEC for the quarter ended March 31, 2023 (the “1Q23 10-Q”) “because the Company continued to require additional time to complete management’s assessment of the effectiveness of internal controls over financial reporting as of December 31, 2022[.]”
On this news, Arrow’s stock price fell $0.33 per share, or 1.66%, to close at $19.59 per share on May 12, 2023.
On April 5, 2023, Arrow disclosed that, on April 3, 2023, it received a notice of non-compliance with the NASDAQ’s periodic filing requirements because of the Company’s failure to timely file the 2022 10-K with the SEC.
Then, on May 15, 2023, Arrow disclosed that, on May 12, 2023, it received a second notice of non-compliance with the NASDAQ’s periodic filing requirements because of the Company’s failure to timely file the 1Q23 10-Q with the SEC. Arrow also disclosed that the Company’s “President and Chief Executive Officer and a member of the Board of Directors of Arrow . . . terminated his employment as President and CEO and as a director of the Company and from all other positions he holds with the Company and its affiliates, effective May 12, 2023.”
On this news, Arrow’s stock price fell $0.53 per share, or 2.71%, to close at $19.06 per share on May 15, 2023.
The Complaint alleges that, throughout the Class Period, Defendants made materially false and misleading statements regarding the Company’s business, operations, and compliance policies. Specifically, Defendants made false and/or misleading statements and/or failed to disclose that: (i) Arrow maintained defective disclosure controls and procedures and internal controls over financial reporting; (ii) the foregoing increased the risk that the Company could not timely file one or more of its periodic financial reports with the SEC as required by the NASDAQ’s listing requirements; (iii) accordingly, Arrow was at an increased risk of being delisted from the NASDAQ; (iv) following the disclosure of deficiencies in the Company’s disclosure controls and procedures and internal controls over financial reporting, Arrow downplayed the severity of these issues and the associated risks; and (v) as a result, the Company’s public statements were materially false and misleading at all relevant times.
For more information on the Arrow class action go to: https://bespc.com/cases/AROW
About Bragar Eagel & Squire, P.C.:
Bragar Eagel & Squire, P.C. is a nationally recognized law firm with offices in New York, California, and South Carolina. The firm represents individual and institutional investors in commercial, securities, derivative, and other complex litigation in state and federal courts across the country. For more information about the firm, please visit www.bespc.com. Attorney advertising. Prior results do not guarantee similar outcomes.
Contact Information:
Bragar Eagel & Squire, P.C.
Brandon Walker, Esq.
Marion Passmore, Esq.
(212) 355-4648
investigations@bespc.com
www.bespc.com
