Bragar Eagel & Squire, P.C., a nationally recognized stockholder rights law firm, reminds investors that a class action lawsuit has been filed against GDS Holdings Limited (“GDS” or the “Company”) (NASDAQ: GDS) in the United States District Court for the Central District of California on behalf of all persons and entities who purchased or otherwise acquired GDS securities between April 12, 2021 and April 3, 2023, both dates inclusive (the “Class Period”). Investors have until August 21, 2023 to apply to the Court to be appointed as lead plaintiff in the lawsuit.
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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.
If you purchased or otherwise acquired GDS shares and suffered a loss, are a long-term stockholder, have information, would like to learn more about these claims, or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Brandon Walker or Marion Passmore by email at email@example.com, telephone at (212) 355-4648, or by filling out this contact form. There is no cost or obligation to you.
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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.