19.  Meridian is a life science company doing business in (i) the development,  manufacture, sale and distribution of diagnostic test kits, primarily for certain gastrointestinal,  viral, respiratory, and parasitic infectious diseases, and elevated blood lead levels; and (ii) the  manufacture and distribution of bulk antigens, antibodies, PCR/qPCR reagents, nucleotides,  competent cells, and bioresearch reagents used by researchers and other diagnostic  manufacturers.   B.  Material Misstatements and Omissions during the Class Period   20.  The Class Period begins March 25, 2016. On March 24, 2016, after the market  close, Meridian issued a press release also attached as Exhibit 99.1 to the Form 8-K filed with  the SEC announcing the acquisition of Magellan (“March 2016 Press Release”). The Company  made material misrepresentations in the press release, including in pertinent part:  29.  As alleged herein, Defendants acted with scienter in that they knew that the public  documents and statements issued or disseminated in the name of the Company were materially  false and misleading; knew that such statements or documents would be issued or disseminated  to the investing public; and knowingly and substantially participated or acquiesced in the  issuance or dissemination of such statements or documents as primary violations of the federal  securities laws. As set forth elsewhere herein in detail, Defendants, by virtue of their receipt of  information reflecting the true facts regarding Meridian, their control over, and/or receipt and/or  modification of Meridian’s allegedly materially misleading statements and/or their associations  with the Company which made them privy to confidential proprietary information concerning  Meridian, participated in the fraudulent scheme alleged herein.  Case: 1:17-cv-00774-SJD Doc #: 1 Filed: 11/15/17 Page: 13 of 24  PAGEID #: 13 14  38.  Plaintiff brings this action on behalf of all individuals and entities who purchased  or otherwise acquired Meridian Securities on the public market during the Class Period, and  were damaged, excluding the Company, the defendants and each of their immediate family  members, legal representatives, heirs, successors or assigns, and any entity in which any of the  defendants have or had a controlling interest (the “Class”).   39.  The members of the Class are so numerous that joinder of all members is  impracticable. Throughout the Class Period, Meridian securities were actively traded on the  NYSE. While the exact number of Class members is unknown to Plaintiff at this time and can be  ascertained only through appropriate discovery, Plaintiff believes that there are hundreds or  thousands of members in the proposed Class. Record owners and other members of the Class  may be identified from records maintained by Meridian or its transfer agent and may be notified  of the pendency of this action by mail, using the form of notice similar to that customarily used  in securities class actions. Upon information and belief, these shares are held by thousands if not  millions of individuals located geographically throughout the country and possibly the world.  Case: 1:17-cv-00774-SJD Doc #: 1 Filed: 11/15/17 Page: 17 of 24  PAGEID #: 17 18  Joinder would be highly impracticable.   40.  Plaintiff’s claims are typical of the claims of the members of the Class as all  members of the Class are similarly affected by the defendants’ respective wrongful conduct in  violation of the federal laws complained of herein.    41.  Plaintiff has and will continue to fairly and adequately protect the interests of the  members of the Class and have retained counsel competent and experienced in class and  securities litigation. Plaintiff has no interests antagonistic to or in conflict with those of the Class.    42.  Common questions of law and fact exist as to all members of the Class and  predominate over any questions solely affecting individual members of the Class. Among the  questions of law and fact common to the Class are:  (a)  whether the federal securities laws were violated by the defendants’  respective acts as alleged herein;   (b)  whether the defendants acted knowingly or with deliberate recklessness in  issuing false and misleading financial statements;   (c)  whether the price of Meridian securities during the Class Period was  artificially inflated because of the defendants’ conduct complained of herein; and   (d)  whether the members of the Class have sustained damages and, if so, what  is the proper measure of damages.    43.  A class action is superior to all other available methods for the fair and efficient  adjudication of this controversy since joinder of all members is impracticable. Furthermore, as  the damages suffered by individual Class members may be relatively small, the expense and  burden of individual litigation make it impossible for members of the Class to individually  redress the wrongs done to them. There will be no difficulty in the management of this action as  Case: 1:17-cv-00774-SJD Doc #: 1 Filed: 11/15/17 Page: 18 of 24  PAGEID #: 18 19  a class action.  44.  Plaintiff repeats and realleges each and every allegation contained above as if  fully set forth herein.   45.  During the Class Period, Defendants carried out a plan, scheme and course of  conduct which was intended to and, throughout the Class Period, did: (1) deceive the investing  public, including Plaintiff and other Class members, as alleged herein; and (2) cause Plaintiff and  other members of the Class to purchase Meridian Securities at artificially inflated prices. In  furtherance of this unlawful scheme, plan, and course of conduct, each of the Defendants took  the actions set forth herein.   46.  Defendants: (a) employed devices, schemes, and artifices to defraud; (b) made  untrue statements of material fact and/or omitted to state material facts necessary to make the  statements not misleading; and (c) engaged in acts, practices, and a course of business that  operated as a fraud and deceit upon the purchasers of the Company’s Securities in an effort to  maintain artificially high market prices for Meridian securities in violation of Section 10(b) of  the Exchange Act and Rule 10b-5 promulgated thereunder. All Defendants are sued either as  primary participants in the wrongful and illegal conduct charged herein or as controlling persons  as alleged below.   47.  Defendants, individually and in concert, directly and indirectly, by the use, means  or instrumentalities of interstate commerce and/or of the mails, engaged and participated in a  continuous course of conduct to conceal adverse material information about the business,  operations and future prospects of Meridian as specified herein.  Case: 1:17-cv-00774-SJD Doc #: 1 Filed: 11/15/17 Page: 19 of 24  PAGEID #: 19 20   48.  These Defendants employed devices, schemes, and artifices to defraud while in  possession of material adverse non-public information, and engaged in acts, practices, and a  course of conduct as alleged herein in an effort to assure investors of Meridian’s value and  performance and continued substantial growth, which included the making of, or participation in  the making of, untrue statements of material facts and omitting to state material facts necessary  in order to make the statements made about Meridian and its business operations and future  prospects in the light of the circumstances under which they were made, not misleading, as set  forth more particularly herein, and engaged in transactions, practices and a course of business  that operated as a fraud and deceit upon the purchasers of Meridian Securities during the Class  Period.   49.  Individual Defendants’ primary liability, and controlling person liability, arises  from the following facts: (1) Individual Defendants were high-level executives, directors, and/or  agents at the Company during the Class Period and members of the Company’s management  team or had control thereof; (2) each Individual Defendant, by virtue of his responsibilities and  activities as a senior officer and/or director of the Company, was privy to and participated in the  creation, development and reporting of the Company’s financial condition; (3) each Individual  Defendant enjoyed significant personal contact and familiarity with the other Individual  Defendant and was advised of and had access to other members of the Company’s management  team, internal reports and other data and information about the Company’s finances, operations,  and sales at all relevant times; and (4) each Individual Defendant was aware of the Company’s  dissemination of information to the investing public which they knew or recklessly disregarded  was materially false and misleading.  Case: 1:17-cv-00774-SJD Doc #: 1 Filed: 11/15/17 Page: 20 of 24  PAGEID #: 20 21   50.  Defendants had actual knowledge of the misrepresentations and omissions of  material facts set forth herein or acted with reckless disregard for the truth in that they failed to  ascertain and to disclose such facts, even though such facts were available to them. Such  Defendants’ material misrepresentations and/or omissions were done knowingly or recklessly  and for the purpose and effect of concealing Meridian’s operating condition and future business  prospects from the investing public and supporting the artificially inflated price of its securities.  As demonstrated by Defendants’ overstatements and misstatements of the Company’s financial  condition throughout the Class Period, Defendants, if they did not have actual knowledge of the  misrepresentations and omissions alleged, were reckless in failing to obtain such knowledge by  deliberately refraining from taking those steps necessary to discover whether those statements  were false or misleading.   51.  As a result of the dissemination of the materially false and misleading information  and failure to disclose material facts, as set forth above, the market price of Meridian’s securities  was artificially inflated during the Class Period. In ignorance of the fact that market prices of  Meridian’s publicly-traded securities were artificially inflated, and relying directly or indirectly  on the false and misleading statements made by Defendants, or upon the integrity of the market  in which the Securities trades, and/or on the absence of material adverse information that was  known to or recklessly disregarded by Defendants but not disclosed in public statements by  Defendants during the Class Period, Plaintiff and the other members of the Class acquired  Meridian’s Securities during the Class Period at artificially high prices and were or will be  damaged thereby.   52.  At the time of said misrepresentations and omissions, Plaintiff and other members  of the Class were ignorant of their falsity and believed them to be true. Had Plaintiff and the  Case: 1:17-cv-00774-SJD Doc #: 1 Filed: 11/15/17 Page: 21 of 24  PAGEID #: 21 22  other members of the Class and the marketplace known the truth regarding Meridian’s financial  results, which was not disclosed by Defendants, Plaintiff and other members of the Class would  not have purchased or otherwise acquired their Meridian securities, or, if they had acquired such  securities during the Class Period, they would not have done so at the artificially inflated prices  that they paid.   53.  By virtue of the foregoing, Defendants have violated Section 10(b) of the  Exchange Act, and Rule 10b-5 promulgated thereunder.   54.  As a direct and proximate result of Defendants’ wrongful conduct, Plaintiff and  the other members of the Class suffered damages in connection with their respective purchases  and sales of the Company’s Securities during the Class Period.   55.  This action was filed within two years of discovery of the fraud and within five  years of each plaintiff’s purchases of Securities giving rise to the cause of action.  56.  Plaintiff repeats and realleges each and every allegation contained above as if  fully set forth herein.   57.  The Individual Defendants acted as controlling persons of Meridian within the  meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their high-level  positions, agency, ownership and contractual rights, and participation in and/or awareness of the  Company’s operations and/or intimate knowledge of the false financial statements filed by the  Company with the SEC and disseminated to the investing public, the Individual Defendants had  the power to influence and control, and did influence and control, directly or indirectly, the  decision-making of the Company, including the content and dissemination of the various  statements that Plaintiff contends are false and misleading. The Individual Defendants provided  Case: 1:17-cv-00774-SJD Doc #: 1 Filed: 11/15/17 Page: 22 of 24  PAGEID #: 22 23  with or had unlimited access to copies of the Company’s reports, press releases, public filings  and other statements alleged by Plaintiff to have been misleading prior to and/or shortly after  these statements were issued and had the ability to prevent the issuance of the statements or to  cause the statements to be corrected.   58.  In particular, each of these Defendants had direct and supervisory involvement in  the day-to-day operations of the Company and, therefore, is presumed to have had the power to  control or influence the particular transactions giving rise to the securities violations as alleged  herein, and exercised the same.   59.  As set forth above, Meridian, the Individual Defendants each violated Section  10(b), and Rule 10b-5 promulgated thereunder, by their acts and omissions as alleged in this  Complaint.   60.  By virtue of their positions as controlling persons, the Individual Defendants are  liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate result of  Defendants’ wrongful conduct, Plaintiff and other members of the Class suffered damages in  connection with their purchases of the Company’s Securities during the Class Period.   61.  This action was filed within two years of discovery of the fraud and within five  years of each Plaintiff’s purchases of Securities giving rise to the cause of action.  A.  Company Background   The Individual Defendants Violated Section 20(a) of the Exchange Act   Violation of Section 10(b) and Rule 10b-5 Against All Defendants  