Lead Plaintiff Strathclyde Pension Fund, on behalf of itself and the Settlement Class of investors in the common stock of Dentsply Intl. (“Dentsply Intl.”) and Denstply Sirona, Inc. (“Dentsply Sirona”), and Defendants in In re: Dentsply Sirona, Inc. Securities Litigation have agreed to settle the litigation for $84,000,000.00 in cash. On May 16, 2025, the court granted preliminary approval of the proposed settlement, and directed that the Notice and Proof of Claim forms be made available to all potential Settlement Class Members.*
If you are a member of the Class, your rights will be affected and you may be eligible for a payment from the Settlement, unless you timely request to be excluded. The Settlement Class consists of:
All persons who purchased or otherwise acquired the common stock of Dentsply Intl. or Dentsply Sirona from December 8, 2015 to August 6, 2018, 2018, inclusive, and who were damaged thereby.
Certain persons and entities have been excluded from the Settlement Class (see paragraph 30 of the Notice). Specifically, in addition to excluding Defendants and certain Defendant-related persons and entities, as well as those who request exclusion pursuant to the instructions set forth in the Notice, the Settlement Class also specifically excludes all persons who would be members of the Settlement Class based solely on their acquisition of Dentsply Sirona common stock in exchange for shares of Sirona Dental Systems Inc. (“Sirona”) in connection with the Merger completed on February 29, 2016 between Dentsply Intl. and Sirona (the “Merger”), and, for the avoidance of doubt, those who would be members of the Settlement Class based solely on their acquisition of Dentsply Sirona common stock in the Merger in exchange for Dentsply Intl. common stock that they purchased or acquired prior to December 8, 2015.
Please read the Notice carefully to fully understand your rights and options. The Notice is available here and the Proof of Claim form is available here. You may also visit the website established by the settlement administrator, A.B. Data, Ltd., at www.DentsplySironaSecuritiesLitigation.com, for more information about the Settlement.
Payments to eligible claimants will be made only after the Settlement is finally approved, any appeals are resolved, and after the completion of all claims processing. Please be patient, as this process will take some time to complete.
BACKGROUND OF THE LITIGATION
Dentsply Sirona is a Delaware corporation that designs, develops, manufactures, and markets dental products and services for use by dentists. Dentsply Sirona was formed by the February 29, 2016 merger of Dentsply Intl. and Sirona Dental Systems, Inc. Dentsply Sirona, and its predecessor-in-interest Dentsply Intl., trade(d) common stock on the NASDAQ under the ticker symbol “XRAY.” The Action commenced on December 19, 2018, when an investor filed a complaint in the United States District Court for the Eastern District of New York alleging that Dentsply Sirona and the Individual Defendants made material misrepresentations and omissions regarding a build-up of inventory at one of its major distributors. Lead Plaintiff claims that these alleged misrepresentations and omissions caused the price of Dentsply Intl.’s and Dentsply Sirona’s common stock to be inflated during the Settlement Class Period (from December 8, 2015 through August 6, 2018), and that the price declined when the truth was disclosed through a series of disclosures on August 9, 2017, October 2, 2017, May 6-7, 2018, and August 7, 2018.
On March 11, 2019, the Court entered an Order appointing Strathclyde Pension Fund as Lead Plaintiff, and approving its selection of Barrack, Rodos & Bacine as Lead Counsel. On May 6, 2019, Lead Plaintiff filed the Class Action Complaint of Lead Plaintiff Strathclyde Pension Fund (“First Complaint”). The First Complaint asserted claims on behalf of all persons who: (1) purchased or otherwise acquired the common stock of Dentsply Intl. and its successor-in-interest Dentsply Sirona between February 20, 2014 and August 7, 2018; (2) acquired shares of the common stock of Dentsply Sirona in exchange for their shares of common stock of Sirona in connection with the Merger; or (3) were former Dentsply Intl. shareholders who held shares as of December 2, 2015 and were entitled to vote with respect to the Merger; and were damaged by the conduct asserted in the First Complaint. The First Complaint alleged that Defendants made materially false and misleading statements or omissions regarding (i) the build-up of inventory at one of the company’s major distributors and (ii) an anti-competitive conspiracy among the company’s three largest United States distributors (the “Distributor Conspiracy Theory”). The First Complaint asserted claims under: (i) Section 10(b) of the Exchange Act, 15 U.S.C. §78j(b), and SEC Rule 10b-5, 17 C.F.R. §240.10b-5, promulgated thereunder, against Dentsply Sirona and the Officer Defendants; (ii) Section 20(a) of the Exchange Act, 15 U.S.C. §78t(a), against the Officer Defendants; (iii) Section 11 of the Securities Act, 15 U.S.C. §77k, against Dentsply Sirona, the Director Defendants, and Officer Defendants Wise, Clark, Slovin and Michel; (iv) Section 12(a)(2) of the Securities Act, 15 U.S.C. §77l(a)(2), against Dentsply Sirona; (v) Section 15 of the Securities Act, 15 U.S.C. §77o, against the Director Defendants and Officer Defendants Wise, Clark, Slovin and Michel; (vi) Section 14(a) of the Exchange Act, 15 U.S.C. §78n(a), and SEC Rule 14a-9, 17 C.F.R. §240.14a-9, promulgated thereunder, against Dentsply Sirona, the Director Defendants, and Officer Defendants Wise, Clark, Slovin and Michel; and (vii) Section 20(a) of the Exchange Act, 15 U.S.C. §78t(a), against Officer Defendants Wise, Clark, Slovin and Michel.
In August 2019 Defendants moved to dismiss the First Complaint. While the motion to dismiss was pending, on December 16, 2020, the U.S. Securities and Exchange Commission issued an order titled In the Matter of Dentsply Sirona Inc., File No. 3-20170, Order Instituting Cease-and-Desist Proceedings Pursuant to Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (Release No. 90681, December 16, 2020) (the “Cease-and-Desist Order”). On January 8, 2021, the Parties notified the Court of this developement with the filing of a Stipulation and Proposed Order Regarding Scheduling, which included the withdrawal of Defendants’ motion to dismiss the First Complaint, and Lead Plaintiff’s filing of an amended complaint on or before January 22, 2021 to include allegations from the Cease-and-Desist Order.
On January 22, 2021, Lead Plaintiff filed the Amended Class Action Complaint of Lead Plaintiff Strathclyde Pension Fund, and on January 25, 2021, Lead Plaintiff filed the Corrected Amended Class Action Complaint of Lead Plaintiff Strathclyde Pension Fund (the “Complaint”). The Complaint contained new allegations addressing the Cease-and-Desist Order, but was otherwise identical to the First Complaint.
On March 8, 2021, Defendants moved to dismiss the Complaint, asserting that: Lead Plaintiff’s claims were time-barred; Lead Plaintiff failed to sufficiently allege actionable misstatements or omissions; Lead Plaintiff failed to adequately allege loss causation; Defendants had not acted with scienter; any omitted information about Sirona would have been immaterial to Sirona shareholders; and Lead Plaintiff failed to adequately plead any control person claims. Defendants also moved to strike references to the Cease-and-Desist Order in the Complaint. Defendants’ motion to dismiss was fully briefed.
On March 29, 2023, Judge Nina Gershon issued a 50-page Opinion and Order granting in part Defendants’ motion to dismiss in finding that certain of the alleged misrepresentations and omissions were not actionable, but otherwise denying Defendants’ motion to dismiss.
Discovery in the Action commenced in May 2023. In response to Lead Plaintiff’s requests for production of documents, Defendants produced over 480,000 documents. Lead Plaintiff also produced documents in response to Defendants’ requests for production of documents. In total, the Parties produced more than 2.4 million pages of documents. In addition, Lead Plaintiff served subpoenas on five non-parties and received additional documents from each of them.
On September 29, 2023, Lead Plaintiff filed a motion for class certification and appointment of class representative and class counsel, which was accompanied by a report from Lead Plaintiff’s expert on market efficiency and common damages methodologies. On November 27, 2023, Defendants filed a letter requesting a pre-motion conference regarding an anticipated motion for judgment on the pleadings. Lead Plaintiff filed a response on December 11, 2023. The pre-motion conference was held on March 15, 2024 before Judge Gershon, at which time the Court set a briefing schedule for Defendants’ motion for judgment on the pleadings. Because of certain statute of repose issues, Lead Plaintiff voluntarily dismissed its Section 11 claims and its Section 15 claim against Defendant Michel.
On February 8, 2024, after taking certain class-related discovery, Defendants filed their response in opposition to the class motion, along with the reports of three experts. On May 10, 2024, after taking certain other class-related discovery, Lead Plaintiff filed its reply in further support of the class certification motion. In that reply, Lead Plaintiff explained that as a result of extensive evidence and argument presented by Defendants showing that any alleged misrepresentations or omissions concerning the Distributor Conspiracy Theory had no impact on the price of Dentsply Intl. or Dentsply Sirona stock, Lead Plaintiff no longer believed the theory was sustainable on a class-wide basis. Therefore, Lead Plaintiff modified the definition of the proposed Class to include only persons who purchased the common stock of Dentsply Intl. or Dentsply Sirona on the open market from December 8, 2015 to August 6, 2018, inclusive, and were damaged thereby, and Lead Plaintiff announced that it was no longer seeking class certification of the remaining Securities Act claims associated with the Merger or the Exchange Act claims of Dentsply Intl. purchasers from February 20, 2014 through December 7, 2015. The motion for class certification was fully briefed, including the submission of sur-reply and sur-sur-reply briefs.
Defendants served their motion for judgment on the pleadings on June 7, 2024, arguing that: pre-Merger purchasers of Dentsply Intl. stock lacked standing to assert Exchange Act claims relating to statements about Sirona; Lead Plaintiff did not sufficiently allege any claim relating to statements made after August 9, 2017 or any claim against Defendants Casey, Alexos and Thierer; and Lead Plaintiff’s individual claims under Section 12(a)(2) and Section 15 of the Securities Act, and Section 10(b) of the Exchange Act relating to the Distributor Conspiracy Theory, for which Lead Plaintiff was no longer seeking class treatment, should be dismissed. Defendants’ motion for judgment on the pleadings was fully briefed.
The Parties began exploring the possibility of a settlement in early 2024. The Parties agreed to engage in private mediation and retained the Honorable Layn R. Phillips of Phillips ADR Enterprises to act as mediator in the Action. Judge Phillips was assisted by his Phillips ADR colleague, Caroline Cheng. On June 11-12, 2024, counsel for the Parties, Defendants’ insurance carriers, and certain Party personnel participated in a two-day mediation session before the Mediator. The session ended without an agreement being reached.
After the mediation session concluded, the Parties continued to engage in settlement negotiations facilitated by the Mediator while the litigation proceeded. Ultimately, following months of negotiations facilitated by the Mediator, Judge Phillips made a Mediator’s Recommendation that the Action be settled for $84,000,000, which the Parties accepted on January 16, 2025. In Judge Phillips’ opinion, “the proposed Settlement is the result of vigorous arm’s-length negotiation by all involved Parties. I believe, based on my extensive discussions with the Parties and the information made available to me both before and during the Mediation, that the Settlement was negotiated in good faith and that the Settlement is fair and reasonable.”The March 12, 2025, Stipulation and Agreement of Settlement is available here.
On May 16, 2025, the Court issued an Order Preliminarily Approving Settlement and Authorizing Dissemination of Notice of Settlement, and directed that the Notice and Claim Form to be issued and made available to all potential Settlement Class Members. Pursuant to the Court’s order (available here), Lead Plaintiff, working in conjunction with A.B. Data, Ltd., the Court-appointed claims administrator, is disseminating the Notice, available here and on the settlement website at: www.DentsplySironaSecuritiesLitigation.com.
IMPORTANT DATES AND DEADLINES
Claim Filing Deadline: Claim Forms must be postmarked or submitted online no later than October 7, 2025, or within thirty (30) days after final approval is granted to the Settlement, whichever is later, to be eligible for a payment from the Settlement.
Exclusion Deadline: To exclude yourself from the Settlement Class, you must submit a written request for exclusion so that it is received no later than August 20, 2025, in accordance with the instructions in the Notice.
Objection Deadline: Any objections to the proposed Settlement, the proposed Plan of Allocation, and/or the request for attorneys’ fees and reimbursement of Litigation Expenses, must be received no later than August 20, 2025, in accordance with the instructions in the Notice.
The Settlement Hearing: The virtual Settlement Hearing will be held on September 10, 2025, at 2:00 p.m., before the Honorable Nina Gershon of the United States District Court for the Eastern District of New York. This date and time are subject to change without further notice to the Settlement Class. If you plan to attend the hearing, you should check the Settlement website, www.DentsplySironaSecuritiesLitigation.com, or with Lead Counsel as set forth above to confirm that no change to the date and/or time of the hearing has been made.
More information about the litigation and the settlement are available at the website established by A.B. Data, Ltd., at www.DentsplySironaSecuritiesLitigation.com or by emailing Barrack, Rodos & Bacine at settlements@barrack.com.
*All capitalized words are defined in the Settlement Agreement, available here.