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id: 721, Created by Stan Vick, Scout
STEM M&A Case
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On February 16, 2023, Stem reported its 4Q 2022 results and 2023 guidance. Among other things, the Company reported 4Q revenue of $156 million, versus consensus estimates of $166 million, and issued disappointing FY 2023 revenue guidance of $550 million to $650 million, which was mostly below consensus estimates of $647 million.
On this news, Stem’s stock price fell 14.78%.
Going back, the current Company appeared after the Merger consummated on April 28, 2021, between STPK Merger Sub Corp. and Stem, Inc., a private Delaware corporation. The next day the combined Company’s common stock and warrants began publicly trading on the NYSE under the ticker symbol “STEM”.
Since then $STEM share price eroded over 75% of its value, significantly injuring investors.
Taking all facts and representations into account, Investors have reasons to suspect that M&A Offering Documents were negligently prepared and, as a result, contained untrue statements of important information and the Company and its Leaders made materially false and misleading statements regarding the Company’s business, operations, and compliance policies.
Specifically, the Offering Documents and the Company made false and/or misleading statements and/or failed to disclose that:
- Stem suffered from material weaknesses in internal control over financial reporting related to accounting for the deferred cost of goods sold and inventory, certain revenue recognition calculations, and internal-use capitalized software calculations;
- the Company had overstated Legacy Stem’s and its own post-Merger business and financial prospects;
- Stem’s software revenue did not make up 100% of the Company’s services revenue;
- Stem had overstated the benefits expected to flow from its AP partnership; and
- as a result, the Offering Documents and public statements were materially false and/or misleading and failed to state the information required to be stated therein.
Failure to Disclose,
Shock Event Date
28 April 2021
12 May 2023
Lead Plaintiff Deadline
11 July 2023
Hon. Maxine M. Chesney