OPINION AND ORDER Lead Plaintiffs Carlos Llantada, Richard Storm, Jr., and Stationary Engineers Local 39 Pension Fund have sued Cemex, S.A.B. de C.V. (“Cemex” or the “Company”) and two of Cemex’s officers for violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, 15 U.S.C. §§78j(b), 78t(a). See Am. Compl., Dkt. 39. Defendants have moved to dismiss the Amended Complaint, pursuant to Federal Rule of Civil Procedure 12(b)(6). See Notice of Mot., Dkt. 43. For the following reasons, Defendants’ motion to dismiss is GRANTED WITH LEAVE TO AMEND. Plaintiffs must file a Second Amended Complaint no later than August 1, 2019. Defendants must move against or answer the Second Amended Complaint no later than September 5, 2019.BACKGROUND1Cemex is a multinational building-materials company. See Am. Compl. 2. Fernando A. González Olivieri is Cemex’s Chief Executive Officer (“CEO”), and José Antonio González Flores is Cemex’s Chief Financial Officer (“CFO”) (collectively, the “Individual Defendants”). See id.
21-22. Organized under the laws of Mexico, Cemex operates in over 50 countries worldwide, holds over $28 billion in assets, and employs approximately 40,000 employees. See Defs.’ Mem. of Law, Dkt. 44, at 6-8. As is relevant here, the Company operates two cement plants in Colombia through a subsidiary, Cemex Colombia S.A. (“Cemex Colombia”). See id. at 8. Cemex owns Cemex Colombia through a series of other subsidiaries, including Cemex Latam Holdings S.A. (“Cemex Latam”). See id. The Company’s operations in Colombia represent approximately 4 percent of its net sales and 4 percent of its total assets. See Am. Compl. 3.In mid-2012, the Company began taking steps to build a new cement plant in Maceo, a town in northwest Colombia (the “Maceo Plant” or the “Plant”). See Defs.’ Mem. of Law at 9. In August 2012, Cemex Colombia signed a memorandum of understanding (“MOU”) to purchase the Plant’s land and mining rights from CI Calizas y Minerales S.A. (“CI Calizas”), a Colombian company. See id; Am. Compl. 4.Cemex broke ground on the Maceo Plant two years later, in August 2014. See Am. Compl. 41. According to the Company’s public disclosures, the Plant was expected to have a production capacity of approximately 1 million tons per year and to cost approximately $340 million. See id.
