Girard Sharp LLP and The Hall Firm, Ltd., have filed a class action lawsuit against Orthofix Medical Inc. on behalf of former SeaSpine shareholders who acquired newly issued Orthofix common stock in exchange for SeaSpine shares in the 2023 merger.
If you are a former SeaSpine stockholder who received Orthofix stock in the 2023 merger, please fill out our form or call (866) 981-4800 for a free consultation.
Shareholders File Securities Lawsuit Against Orthofix and SeaSpine
Girard Sharp LLP and The Hall Firm, Ltd., both national law firms specializing in complex class actions and shareholder rights, announce they have filed a class action lawsuit for violations of the federal securities laws against Orthofix Medical Inc. (“Orthofix” or “Company”) (NASDAQ: OFIX) and certain current and former officers and directors of Orthofix and SeaSpine Holdings Corporation (“SeaSpine”). The class action asserts claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 on behalf of former SeaSpine shareholders who acquired newly issued Orthofix common stock in exchange for SeaSpine shares pursuant to the January 5, 2023 stock-for-stock transaction (the “Merger”) by which Orthofix merged with and acquired SeaSpine (the “Class”). The case is pending in the United States District Court for the Southern District of California and is captioned: O’Hara v. Orthofix Medical Inc., et al., No. 3:24-cv-01593-LL-SBC (S.D. Cal.).
Orthofix is a leading global spine and orthopedics company that offers biologics, innovative spinal hardware, bone growth therapies, specialized orthopedic solutions, and a leading surgical navigation system to healthcare professionals around the world.
The complaint alleges that the offering materials for the Merger and related oral communications contained materially false and misleading statements and omissions concerning Orthofix’s effective disclosure controls and procedures, and internal controls over financial reporting and ethical compliance. Specifically, the complaint alleges that at the time of the Merger, Orthofix lacked adequate internal controls and its compliance and training programs and protocols were grossly deficient, resulting in: lax vetting of incoming executive hires; senior management and directors engaging in rampant harassment and other inappropriate misconduct in violation of the Company’s purported ethical and professional standards; prioritization of personal and financial incentives over ensuring that Orthofix and its management complied with applicable laws, regulations, and contracts; and the Company’s failure to ensure that its SEC filings and public disclosures were free of material misstatements.
As the truth of defendants’ misrepresentations and omissions later only gradually and partially emerged, the price of Orthofix shares suffered sharp declines. For example, on September 12, 2023, defendants announced the appointment of an interim CEO, interim CFO, and interim CLO, effective immediately, following the “unanimous decision by the Board’s independent directors to terminate for cause Keith Valentine, John Bostjancic and Patrick Keran from those respective roles” based upon an investigation that revealed “that each of these executives engaged in repeated inappropriate and offensive conduct that violated multiple code of conduct requirements and was inconsistent with the Company’s values and culture.” On this news, the price of Orthofix shares plummeted over 30% on heavy volume to a close of $13.01 per share on September 13, 2023. By the commencement of the securities class action, Orthofix shares have traded below $10 per share, an over 50% decline from the amount paid per share in the Merger exchange.
If you are a former SeaSpine stockholder who received Orthofix stock in the 2023 merger, fill out the form above to speak to a Girard Sharp attorney about your rights.
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