The law firm of Kessler Topaz Meltzer & Check, LLP announces that the firm has filed a securities fraud class action lawsuit against Venator Materials PLC (NYSE: VNTR) (Venator) on behalf investors who purchased or acquired Venator ordinary shares between August 2, 2017, and October 29, 2018, both dates inclusive (the Class Period), including those who purchased or otherwise acquired Venator ordinary shares pursuant and/or traceable to the registration statements and prospectuses issued in connection with Venators August 3, 2017 initial public offering (the IPO) and December 4, 2017 secondary public offering (the SPO) (collectively, the Offerings). This action, captioned Cambria County Employees Retirement System v. Venator Materials PLC, et al., Case No. 4:19-cv-03464 (the Cambria County Action), was filed in the United States District Court for the Southern District of Texas (Houston Division) and pleads the same Class Period as pled in the first-filed securities fraud class action lawsuit captioned City of Miami General Employees & Sanitation Employees Retirement Trust v. Venator Materials PLC, et al., Case No. 1:19-cv-07182, filed in the United States District Court for the Southern District of New York.
The filing of the Cambria County Action does not change the September 30, 2019 deadline for investors who purchased or acquired Venator ordinary shares during the Class Period to seek to be appointed as a lead plaintiff representative of the class. For additional information or to learn how to participate in this action please visit: www.ktmc.com/new-cases/venator-materials-plc.
Venator is a global chemical company primarily focused on the development and production of titanium dioxide (TiO2) and performance additives, including functional additives, color pigments, timber treatments and water treatments. Prior to the IPO, Venator operated as a division of Defendant Huntsman Corporation (Huntsman). Prior to its spin-off from Huntsman, Venator operated a major TiO2 manufacturing facility in Pori, Finland (the Facility). The Facilitys output constituted a substantial percentage of Venators business.
On January 30, 2017, the Facility was engulfed by a massive fire (the Fire). After the Fire, Huntsman assured the public that the Fire had been quickly extinguished and that the Facility was insured for property damages as well as earnings losses. Huntsman also assured investors that it was committed to repairing the [F]acility as quickly as possible.
On August 3, 2017, less than eight months after the Fire, Huntsman spun-off Venator by completing the IPO. In connection with the IPO, Huntsman raised $522 million in proceeds by issuing more than 26 million ordinary shares at a price of $20.00 per share. The prospectus and registration statement issued in connection with the IPO assured investors that Venator was committed to repairing the [F]acility as quickly as possible and that Venator expected a gradual return to functionality, with the Facility being restored to approximately 40% capacity in the second quarter of 2018; and full capacity around the end of 2018. The prospectus and registration statement also stated that the Facility would be repaired with insurance proceeds and within the insurance policy limits.
On December 4 2017, Venator completed its SPO, raising $533 million in proceeds by selling more than 23.7 million ordinary shares.
The complaint alleges that investors began to learn the truth of the Defendants misleading statements through a series of disclosures. For example, on July 31, 2018, Venator revealed that the Facility was much more severely damaged by the Fire than had previously been disclosed. Following this news, the price of Venator ordinary shares declined $0.73 per share, or approximately 4.8%, from a close of $15.35 per share on July 30, 2018, to close at $14.62 per share on July 31, 2018.
Then, on September 12, 2018, Venator informed investors that it was now abandoning its attempts to repair the Facility because production capacity at the Facility had not meaningfully improved since the Offerings. The Defendants also admitted that, due to this decreased capacity, Venator was no longer a leading producer of TiO2. Additionally, the Defendants announced that Venator would incur up to $150 million in additional costs to close the Facility. Following this news, the price of Venator ordinary shares declined $0.54 per share, or approximately 4.8%, from a close of $11.35 per share on September 11, 2018, to close at $10.81 per share on September 12, 2018.
Finally, on October 30, 2018, Venator disclosed that, in addition to more than $500 million in Fire-related costs and lost business covered by Venators insurance policy, Venator incurred an additional restructuring charge of approximately $415 million and would incur further charges of $220 million through 2024 related to the closure of the Facility. Following this news, the price of Venator ordinary shares declined $1.53 per share, or 19%, from a close of $8.00 per share on October 29, 2018, to close at $6.47 per share on October 30, 2018.
The complaint alleges that, throughout the Class Period, the Defendants failed to disclose that: (1) the Fire was far more damaging to the Facility than had been represented to investors, resulting in over $1 billion in damage and rendering the Facility beyond repair; (2) the damage to the Facility exceeded Venators insurance policy limits by hundreds of millions of dollars; (3) Venator had lost, with essentially no hope of restoration, approximately 80% of the Facilitys TiO2 production capacity; (4) Venator incurred tens of millions of dollars in costs in connection with attempts to repair the Facility; (5) Venators reported annual TiO2 production capacity was inflated by approximately 15%; and (6) as a result, Venator would incur over $600 million in restructuring expenses and other charges associated with the closure and replacement of the Facility.
If you wish to discuss this securities fraud class action lawsuit or have any questions concerning this notice or your rights or interests with respect to this litigation, please contact Kessler Topaz Meltzer & Check (James Maro, Jr., Esq. or Adrienne Bell, Esq.) at (844) 887-9500 or (610) 667“7706, or via e-mail at [email protected].
Venator investors may, no later than September 30, 2019, seek to be appointed as a lead plaintiff representative of the class through Kessler Topaz Meltzer & Check, or other counsel, or may choose to do nothing and remain an absent class member. A lead plaintiff is a representative party who acts on behalf of all class members in directing the litigation. In order to be appointed as a lead plaintiff, the Court must determine that the class members claim is typical of the claims of other class members, and that the class member will adequately represent the class. Your ability to share in any recovery is not affected by the decision of whether or not to serve as a lead plaintiff.
Kessler Topaz Meltzer & Check prosecutes class actions in state and federal courts throughout the country involving securities fraud, breaches of fiduciary duties and other violations of state and federal law. Kessler Topaz Meltzer & Check is a driving force behind corporate governance reform, and has recovered billions of dollars on behalf of institutional and individual investors from the United States and around the world. The firm represents investors, consumers and whistleblowers (private citizens who report fraudulent practices against the government and share in the recovery of government dollars). For more information about Kessler Topaz Meltzer & Check, please visit www.ktmc.com.
Kessler Topaz Meltzer & Check, LLP
James Maro, Jr., Esq.
Adrienne Bell, Esq.
280 King of Prussia Road
Radnor, PA 19087