Records indicate that you may have purchased or otherwise acquired Apigee common stock between April 24, 2015 and March 16, 2016. The Notice explains that the Court has allowed, or “certified,” a class in a lawsuit that may affect you. You have legal rights and options that you may exercise. Judge Marie S. Weiner of the Superior Court of California for San Mateo County is overseeing this class action. The case is known as In re Apigee Corporation Shareholder Litigation, Lead Case No. CIV537817 (the “Action”).Top
The Action alleges that all Defendants violated §11 of the federal Securities Act of 1933 (the “Securities Act”) because the Offering Materials, pursuant to which Apigee shares were sold in the Offering, allegedly contained materially false or misleading statements and/or omitted to disclose material information required to be disclosed in the Offering Materials. Defendants deny any wrongdoing or violations of the Securities Act.Top
In a class action, one or more people or entities called “class representatives” (in this case, Seafarers Officers & Employees Pension Plan) sue on behalf of themselves and other persons or entities who have the same or similar claims. These people and entities together are called a “class” or “class members.” The person or entity that filed the suit are called “plaintiffs” and the persons or entities being sued are called “defendants.” One court resolves the issues for all class members, except for those who exclude themselves, or “opt out,” from the Class (as discussed below).Top
Apigee creates and provides a software platform designed to permit businesses to design, deploy, and scale “APIs” (short for “Application Programming Interface”). An API is a set of programming instructions and standards for accessing a Web-based software app or Web tool which enables consumers and businesses connect programs and data to each other. On April 24, 2015, the Company conducted an IPO, raising $87 million by selling 5,115,000 shares to the public at $17.00 per share.
After the IPO, Apigee’s stock price drifted downward. Less than a year after the IPO, the first putative investor class action lawsuit was filed against Defendants on March 17, 2016. While several more such lawsuits were filed, these separate actions were all consolidated into one class action. The class action alleges claims under the federal securities laws that Apigee’s IPO Registration Statement and Prospectus contained false and/or misleading statements or omissions. In particular, the lawsuit alleges that, at the time of the IPO, Defendants knew and failed to disclose that Amazon Inc. was going to offer an API service of its own and compete directly with Apigee, which the lawsuit alleges was bad news for Apigee, as even Apigee was running its own cloud-based offering on Amazon’s distributed computing infrastructure platform. The lawsuit also alleges that Defendants failed to disclose information about “Gross Billings” and “Non-GAAP Gross Profit and Gross Margin.” The lawsuit alleges that Defendants failed to disclose that the “gross billings” metric had declined in the months leading up to the IPO and that the market’s perception of growth was artificially inflated by one “unusually large transaction” that made up more than 15% of six months’ worth of the results and comprised approximately 26% of the 2015 second quarter billings. The lawsuit also alleges that Apigee’s reported “Non-GAAP Gross Profit and Gross Margin” was similarly misleading because any increase in revenue was due to non-recurring, one-time deals recognized prior to the IPO.
Defendants deny the allegations, maintain they did not make any misleading statements or omissions, and state that they disclosed all information required to be disclosed by the federal securities laws. Defendants also contend that Apigee’s stock price declined for reasons other than disclosures related to the alleged false or misleading statements and that the Registration Statement and Prospectus contained substantial risk disclosures concerning the allegations in the lawsuit, including details about the risk of competition and potentially fluctuating and unpredictable revenue. Defendants also believe the Seafarers Officers & Employees Pension Plan’s class claims should be dismissed and that this action may not be maintained as a class action, pursuant to the Securities Act’s statute of limitations and the United States Supreme Court decision in China Agritech, Inc. v. Resh, issued on June 11, 2018. At a hearing on July 26, 2018, the Court set a briefing and hearing schedule for Defendants’ motion on this issue, which will be heard by the Court on December 7, 2018.
Google LLC announced that it was acquiring Apigee on September 8, 2016 and completed the acquisition in November 2016. After Google’s announcement, the price of Apigee’s stock rose above the IPO offering price of $17.00, where it stayed until completion of the acquisition. Defendants filed an answer to the consolidated complaint on February 10, 2017, denying the allegations and asserting multiple defenses. Litigation is ongoing, and the Court certified the action as a class action on April 13, 2018.Top
The Class Representatives are asking for money to compensate Class members for the losses they allegedly suffered as a result of Defendants’ conduct, as well as pre-judgment and post-judgment interest.Top
No money or benefits are available now because the Court has not yet decided whether Defendants did anything wrong, and the two sides have not settled the case. There is no guarantee that any money or benefits ever will be obtained. If they are, you will receive a notice describing how to receive a share of any recovery in which you may be eligible to participate.Top
You are a member of the Class if you purchased or otherwise acquired shares of Apigee common stock pursuant to and/or traceable to the Registration Statement and Prospectus on or between April 24, 2015 and March 16, 2016, inclusive.
If one of your mutual funds purchased or otherwise acquired Apigee shares, that does not make you a Class member; instead, you are a Class member only if you (or your broker on your behalf) purchased Apigee shares for your own account. If you are the legal representative or fiduciary of a person or legal entity that purchased Apigee shares (e.g., if you are the trustee of a trust that purchased Apigee shares), then the person or entity that you represent will be the Class member, but that person or entity may be legally bound by your decisions.Top
Yes. There are also some people and entities that are excluded from the Class by definition. The excluded Persons are: Defendants and members of their immediate families, the officers and directors of Apigee, and members of their immediate families, and their legal representatives, heirs, successors or assigns, and any entity in which Defendants have a controlling interest. Also excluded from the Class will be any Person who timely and validly seeks exclusion from the Class in accordance with the requirements of the Notice.Top
If you are still not sure whether you are included in the Class, you can get free help at this website, or by calling or writing to Class Counsel for the Class in this case at the phone number or address provided in response to question 15 below.Top
You must decide whether to stay in the Class or opt out of it.Top
If you stay in the Class, you will be permitted to share in a recovery, if any, that may occur in this Action if you suffered compensable losses, subject to the terms of any plan of allocation that may be approved by the Court. But you give up any rights to sue Defendants separately about the same legal claims in this lawsuit. You will also be legally bound by all of the Orders the Court issues and Judgments that the Court has made or will make in this class action, even if there is no recovery.Top
You do not have to do anything at this time to stay in the Class.Top
If you opt out of the Class (by stating in writing that you do not want to be included in the Class in this Action), you will give up the right to participate in any recovery that may occur. But you will keep any rights you may currently have to sue Defendants regarding the legal claims at issue in this lawsuit. You will also not be bound by the Orders the Court issues and the Judgments the Court makes in this class action. If you are requesting exclusion because you want to bring your own lawsuit based upon matters alleged in the litigation, you may want to consult an attorney and discuss whether any individual claim that you may wish to pursue is time-barred by the applicable statutes of limitation and/or repose.Top
If you do not want to be a Class member, you must send a signed, written “Request to Opt Out” to the Notice Administrator so it is received no later than October 23, 2018. Your written request must include:
You must mail your Request to Opt Out by First-Class Mail to the following address:
In re Apigee Corp. Shareholder Litigation - Exclusions
c/o Gilardi & Co. LLC
3301 Kerner Blvd.
San Rafael, CA 94901
To submit your exclusion form online, please complete the exclusion form and then click here to submit that completed exclusion form online. Please note that uploaded exclusion forms must be in PDF format and no larger than 10MB.Top
Yes. The Court has appointed the law firm of Robbins Geller Rudman & Dowd LLP to represent you and others as members of the Class. These lawyers are called “Class Counsel.”
If you have any questions concerning the matter raised in this Notice, you may address them in writing to the address below or by telephone:
Thomas E. Egler
Robbins Geller Rudman & Dowd LLP
655 West Broadway, Suite 1900
San Diego, CA 92101
You will not be separately charged for these lawyers, or for the services of any other counsel representing the Class.Top
If a recovery is obtained for the Class, Class Counsel will submit an application to the Court for an award of attorneys’ fees and for reimbursement of litigation expenses that they have incurred in pursuing the Action. Class Counsel may also ask the Court to approve a reasonable service award for the Class Representative. If approved, any such attorneys’ fees, expenses or awards will either be paid from the recovery obtained for the Class or separately by Defendants. Class members will not be liable for any such fees, expenses or awards.Top
You do not need to hire your own lawyer. However, you are free to hire your own lawyer at your own expense. If you hire a lawyer to speak for you or to appear in Court, your lawyer must file a Notice of Appearance.Top
The Notice contains only a summary of the Action and proceedings to date. Complete copies of public pleadings, Court rulings and other filings are available for review and copying at the Clerk’s office. The address is 400 County Center, Redwood City, CA 94063.
Additional information is also available on this website, or by contacting the Notice Administrator at:
In re Apigee Corp. Shareholder Litigation
c/o Gilardi & Co. LLC
P.O. Box 404084
Louisville, KY 40233-4041
Toll Free: 1-866-766-1848Top