b'Micro Focus. The Registration Statement includedshowing the statements of opinion about the merger risk factors stating that customer and salespersonwere disbelieved by Micro Focus when made. attrition, among other things, might derail the merger.The court also rejected plaintiffs allegations that Micro Focus issued several post-merger correctiveMicro Focus risk disclosures that HPE Software may disclosures concerning problems within HPEs softwareexperience significant disruptions in global customer after the spinoff, the companys difficulty executingaccounts from its de-merger from HP, and HPE sales, and significant employee attrition. After each ofSoftware and Micro may experience employee attrition, these corrective disclosures, Micro Focus ADS valuewere misleading because plaintiff failed to plead facts dropped, ultimately dropping more than 55% from thethat the warned-of risks had already materialized date of the merger. In its August 29, 2019 disclosure,in August 2017 when the statements were made. In Micro Focus announced it was undertaking a strategicdoing so, the court also held that the plaintiff failed review of its operations. The following day, Micro Focusto plead facts showing the risks of customer attrition stock price dropped 31% from $18.89 to $12.98.had transpired and was widely known throughout the Investors filed a putative class action against Microcompany, and declined to rely on confidential witness Focus, certain executives, and its directors allegingstatements, noting the statements of former employees violations of Sections 11, 12, and 15 of the 1933 Actrelayed their personal experiences which were and Sections 10(b) and 20(a) of the 1934 Act basedinactionable, unremarkable circumstances short of on allegedly false and misleading statements madefraud. The court also held that defendant had no duty in the Registration Statement and throughout theto disclose alleged adverse trends because plaintiff had alleged three-year class period, including in correctivefailed to plead such trends had emerged at the time of disclosures following completion of the merger. Plaintiffthe August 2017 statements. amended the complaint on November 9, 2018, whichIn dismissing plaintiffs claims that post-merger defendants moved to dismiss on January 22, 2019.misstatements regarding revenue performance, financial This motion was mooted when plaintiff filed the secondreporting, and customer and employee attrition were amended complaint on September 30, 2019, whichfalse or misleading, the court reiterated that (similar to defendants moved to dismiss on November 4, 2019,the pre-merger statements) these statements were which the court granted on September 29, 2020,inactionable forward-looking statements of opinion holding plaintiff failed to plead falsity. and optimism and pufferynot materially false and First, the court dismissed plaintiffs Section 10(b) claimsmisleading to investors. The court also dismissed in full for repeated failure to plead falsity and materiality,plaintiffs Section 11 and Section 12(a)(2) claims on the and also dismissed plaintiffs Section 20(a) and 15(a)basis that plaintiff failed to plead actional misstatements claims given the failure to plead a primary violation.and omissions. Regarding Micro Focus pre-merger statements on September 7-8, 2016 in a press release, SEC filing, presentation, and M&A call, including that the mergerUxin Limited Securities Litigation, Case No. had the potential to deliver shareholder returns650427, 125 N.Y.S. 3d 537 (N.Y. Sup. Ct. superior to those likely to be achieved on an organicMar. 9, 2020) basis and the scope to improve HPE SoftwaresSufficient Disclosures Of Business Riskprofitability through the application of our disciplined operating model, the court held that these statementsUxin Limited (Uxin), a Beijing-based company, were inactionable, immaterial puffery. Similarly,operates a used car e-commerce platform in China. The statements that the merger was a huge opportunityplatforms two main services are Uxin Used Car (the 2C for efficiency improvement that presented a mix ofBusiness), which provides consumers with customized opportunities to consolidate, to create scale in keycar recommendation, financing, title transfer, delivery, segments that we operate in on products which areinsurance referral, warranty, and other related services; often adjacent to what we currently do and offeredand Uxin Auction (the 2B Business), an application a significant operational efficiency opportunity werethat helps business buyers to source vehicles online statements of optimism and were too vague such thateither from consumers (the C2B component) or from no reasonable investor would find them material. Theother dealers (the B2B component). court also held that plaintiffs pled no facts showingOn June 27, 2018, Uxin completed a $200+ million IPO, Micro Focus did not plan to integrate their system withselling 25 million American Depository Shares at $9 per the HPE Software system following the merger and thusADS. In conjunction with its IPO, Uxin filed a Prospectus had failed to plead falsity to the extent plaintiffs allegedand Registration Statement (Offering Documents) with the pre-merger statements contained statementsthe SEC, which detailed its two main service revenue of present facts regarding post-merger integration.sources, including its partnership with third party The court held that plaintiff also failed to plead facts 78'