Full opinion text
OPINION & ORDER PAUL A. ENGELMAYER, District Judge. In this putative class action, lead plaintiff City of Austin Police Retirement System (“Austin”) claims that defendants Kinross Gold Corporation (“Kinross” or the “Company”) and four individual Kinross officers violated §§ 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”), 15 U.S.C. §§ 78j(b), 78t(a), and the United States Securities and Exchange Commission’s corresponding rule, 17 C.F.R. § 240.10b-5 (“Rule 10b-5”). Austin alleges that Kinross and its officers made materially false and misleading statements to investors to the effect that (1) Kinross had done extensive due diligence before acquiring, in 2010, Red Back Mining, Inc. (“Red Back”), a company mining gold in Africa; and (2) the rapid schedule that Kinross set, after that acquisition, for developing the Tasiast gold mine in Mauritania, which had been a principal asset of Red Back, was achievable. Presently pending are (1) defendants’ motion to dismiss Austin’s Amended Complaint for failure to state a claim, pursuant to Federal Rule of Civil Procedure 12(b)(6); and (2) Austin’s motion to strike certain exhibits which defendants submitted in support of that motion. For the reasons that follow, the Court grants Austin’s motion to strike, and grants in part and denies in part defendants’ motion to dismiss. I. Background A. Facts 1. Parties Kinross is a public company whose shares trade on the New York Stock Exchange (“NYSE”). It is engaged in, among other activities, mining, exploring, and acquiring goldbearing properties. Its gold production and exploration activities are primarily in Canada, the United States, the Russian Federation, Brazil, Ecuador, Chile, Ghana, and Mauritania. Am. Compl. ¶ 37. Red Back is a mining company. In May 2010, Kinross purchased a 9.4% stake in Red Back for $583 million. Id. ¶ 39. In August 2010, Kinross announced its intention to acquire Red Back. In September 2010, Kinross’s shareholders approved that acquisition. Austin is a single-employer, defined benefit, public employee retirement system. It alleges that it purchased common stock of Kinross between August 3, 2010, and January 17, 2012 inclusive (the “Class Period”); that Kinross’s stock price had been artificially inflated during that period as a result of material, uncorrected misstatements; and that Austin was damaged as a result. Austin brings this suit individually and on behalf of all other persons and entities which purchased Kinross common stock on the NYSE during the Class Period and retained such shares until after the Class Period ended. The four officers whom Austin has sued (“the Individual Defendants”) are Tye W. Burt, who, beginning in March 2005, was Kinross’s president and chief executive officer, id. ¶ 26; Paul H. Barry, who, beginning March 31, 2011, became Kinross’s president and chief financial officer, id. ¶ 27; Glen Masterman, who was Kinross’s senior vice president of exploration, id. ¶ 28; and Kenneth G. Thomas, who was Kinross’s senior vice president of projects, id. ¶ 29. For purposes of this Opinion and Order, the Court refers to the defendants collectively as “Kinross.” 2. Timeline of Kinross’s Acquisition of Red Back and Tasiast On May 4, 2010, Kinross issued a news release announcing that its board had agreed to purchase a 9.4% stake in Red Back, for $583 million. Id. ¶ 39. In the news release, Kinross CEO Burt described the Red Back investment as “giv[ing] us a strategic stake in a fast-growing producer with great exploration potential ... and assets in one of the world’s most prolific gold regions.” Id. One of Red Back’s two primary projects was the Tasiast mine in Mauritania; the other was the Chirano mine in Ghana. Id. The following day, on an earnings call, Burt stated that Kinross had “done our homework here ... West Africa has been on our radar screen for a couple of years. We’ve got months of technical due diligence and site visits.” Id. ¶ 40. On August 2, 2010, Kinross issued a press release announcing that its board had unanimously agreed to acquire, for $7.1 billion, all outstanding shares of Red Back common stock that Kinross did not already own. Id. ¶ 42. Under the merger agreement, Red Back shareholders were to receive, for each Red Back common share, 1.778 Kinross common shares and 0.110 common share purchase warrants, requiring the issuance of 425 million common shares and 26 million common share purchase warrants. Id. ¶ 43. The following day, the start of the Class Period, Burt publicly stated that the dilution of Kinross’s common shares was justified based on the “very large amount of work” Kinross had done, including on the Tasiast mine. Id. Kinross touted the Red Back acquisition as presenting a “transformational opportunity” for Kinross to become a “gold growth powerhouse,” given, among other things, “the significant upside in reserves that we believe exists at Red Back, and Kinross’s ability to accelerate that potential.” Id. The same day, Burt told analysts that Kinross’s goal was to “fast track” work at the Tasiast mine and that it planned to “embark on an accelerated exploration and development program” at Tasiast. Id. ¶ 56. On August 5, 2010, in a quarterly earnings conference call, Burt told Kinross investors that the Red Back acquisition had been “based on the extensive due diligence and technical work that we have completed over the last six months,” including “intensive engineering, technical, geologic, metallurgic, and hydrological work.” Id. ¶ 45. He added that “we have done far more homework than one would typically see in a significant acquisition.” Id. Kinross held out the Tasiast mine as the “centerpiece of the Red Back acquisition.” Id. ¶ 46. In a presentation on August 16, 2010, Kinross stated that it possessed the requisite “experience and financial strength to optimize Red Back’s assets and fast-track development plans ... at Tasiast.” Id. ¶ 56. On August 9, 2010, Kinross announced that a shareholder meeting and vote on the Red Back acquisition would be held September 15, 2010. Id. ¶ 59. Several weeks later, Kinross learned that a large proxy advisory firm, Institutional Shareholder Services (“ISS”), would issue a negative recommendation to Kinross shareholders regarding the merger. Id. On September 1, 2010, Kinross issued a news release entitled “Kinross provides additional information on Red Back transaction.” Id. The news release, which Austin claims was intended to dissuade shareholders from heeding ISS and voting against the merger, updated investors about Kinross’s development plans for Tasiast. It set out what Austin terms “aggressive milestones for the anticipated completion [by Kinross] of the expansion program [at Tasiast] based on Kinross’s purportedly extensive due diligence.” Id. ¶ 60. Specifically, Kinross projected that it would complete a scoping study for the mine by December 2010, a feasibility study by July 2011, and the expansion project in its entirety within 36 months, in the fourth quarter of 2013. Id. Notwithstanding Kinross’s September 1, 2010 update, the following day, ISS issued a negative recommendation as to the merger. ISS stated that although it was possible that “there is significantly more gold in the ground than is reflected in current reserves or analyst estimates,” the transaction was too costly for Kinross shareholders to “tak[e] on the risk of that bet.” Id. ¶ 62. In a news release issued on September 3, 2010, Kinross rejected ISS’s analysis, stating that ISS lacked relevant technical understanding and knowledge. Kinross reiterated its view that the Tasiast mine had immense potential. It cited “six months of exhaustive due diligence by its geologists, technical teams, and management, supported by independent opinions of respected outside consultants.” Id. ¶ 63. On September 7, 2010, Red Back announced a 42% increase in its estimate of Tasiast’s gold resources. Id. ¶ 64. Burt, speaking for Kinross, stated that Red Back’s new estimate “confirms Kinross’s view of Tasiast’s tremendous potential based on our six months of intensive due diligence.” Id. ISS’s proxy analyst, in response, stated that ISS adhered to its recommendation that shareholders oppose the merger. The ISS analyst stated that Kinross had not given “detailed support” to enable shareholders to understand its claims as to “how great the potential is” of the Tasiast mine. Id. ¶ 65. On September 15, 2010, Kinross held a special shareholder meeting. Id. ¶ 66. Despite ISS’s negative recommendation, 66.4% of Kinross shareholders approved the acquisition. Id. On September 17, 2010, the transaction was completed. Id. 3. Timeline of Post-Acquisition Events Relating to the Tasiast Mine In or around October 2010, core drilling began at Tasiast, and, by November 2010, approximately 28 rigs were drilling at the mine and sending back samples. Id. ¶¶ 48, 88. In December 2010, Kinross completed its scoping study of the mine, in keeping with the schedule it had set. Id. ¶ 83. On February 16, 2011, Kinross issued a press release setting out a schedule for development of the Tasiast mine. Id. ¶ 109. Kinross projected that the feasibility study would be complete by mid-2011, that construction would commence in mid-2012, and that mining operations would begin in early 2014. Id. ¶ 77. Each of those deadlines was consistent with the timetable announced in August 2010, save that the earlier timetable had projected that the expansion project would be complete by the fourth quarter of 2013. Id. ¶ 60. On August 10, 2011, Kinross announced its first major delay to the Tasiast schedule. Id. ¶ 79. Kinross now anticipated that the feasibility study, earlier projected to be complete by mid-2011, would be completed by the end of the first quarter of 2012. Id. ¶ 79. However, Kinross assured investors that neither the mine’s construction nor its operational stages would be delayed. Id. ¶ 80. On November 2, 2011, in both a press release and a call with analysts, Kinross reiterated that the schedule for the mine’s construction and operation remained intact. Id. ¶¶ 127, 129. Five months later, on Monday, January 16, 2012, the day before the end of the Class Period, Kinross issued a press release reporting preliminary 2011 results and its forecast for 2012. Id. ¶ 91. The press release disclosed, for the first time, that Kinross would need an additional six to nine months to complete the Tasiast development project. Id. More broadly, Kinross stated that it would reassess the overall mining plan for Tasiast, and that it intended to “explore project development alternatives to those included in the original Tasiast scoping study, with the objective of improving project economics and reducing overall project execution risk.” Id. ¶ 92. Kinross further announced that it would take a material non-cash charge to goodwill in the amount of approximately $2.9 million. Id. Following this announcement, Kinross’s stock price dropped approximately 19 percent, from $12.65 per share the previous trading day (Friday, January 13, 2012), to $10.27 when the market reopened on January 17, 2012. Id. ¶ 93. B. Procedural History 1. The Amended Complaint Less than a month later, on February 16, 2012, the initial Complaint in this case was filed, by then-putative lead plaintiff Bo Young Cha. Dkt. 1. On May 31, 2012, 2012 WL 2025850, in an Opinion and Order issued following briefing as to the most suitable lead plaintiff, the Court appointed Austin to serve in that role. Dkt. 33. On July 23, 2012, Austin filed its Amended Complaint, alleging violations of sections 10(b) and 20(a) of the Exchange Act and of Rule 10b-5. Dkt. 41. The Amended Complaint claims that Kinross made materially false and misleading statements to investors that artificially inflated the price of Kinross stock during the Class Period. These alleged misstatements concern (1) the quality and extent of Kinross’s due diligence with respect to the Tasiast mine; and (2) the schedule that Kinross set, following the completion of the acquisition of Red Back, for development of that mine. 2. Kinross’s Motion to Dismiss On September 7, 2012, Kinross moved to dismiss the Amended Complaint. Dkt. 38-40. Kinross argues that Austin has failed adequately to plead (1) facts giving rise to a strong inference that defendants acted with scienter in their statements about due diligence and the mining schedule; and (2) that Kinross made actionable misstatements. At very most, Kinross argues, the facts pled support only a finding that defendants were negligent in not knowing that their expectations as to the schedule for the future development of the Tasiast mine would not be met. Kinross argues that materials cognizable on a motion to dismiss support a competing, nonfraudulent inference as to why the company failed to meet that schedule: that unexpected industry-wide increases in capital and operating costs caused Kinross to delay the development of Tasiast. Kinross Br. 2-3. Kinross further argues that its statements as to both the quality of its due diligence and as to the Tasiast schedule were inactionable statements of puffery or opinion that it did not know were false when made and were not made recklessly. Finally, Kinross argues, its statements as to the Tasiast schedule were not actionable because they were protected forward-looking statements. Id. at 4. On October 17, 2012, Austin opposed defendants’ motion to dismiss. Dkt. 46. On November 16, 2012, defendants filed their reply. Dkt. 52. 3. Austin’s Motion to Strike On the same day it filed its opposition, Austin moved to strike 18 of the 34 exhibits that Kinross had submitted in support of its motion to dismiss. Dkt. 47-48. Those 18 exhibits (“the Disputed Exhibits”) consist of analyst commentary about Kinross (Exhibits 13 and 16-18) or analyst or journalistic reports relating, or commenting upon, announcements by other goldmining companies as to contemporaneous problems affecting their development projects (Exhibits 20-27 and 29-34). Kinross had cited those exhibits in support of its argument that it had not acted with recklessness or fraudulent intent in failing to announce the delay of the development schedule for Tasiast until January 2012, but instead had merely fallen prey to unanticipated industry-wide cost increases that had dogged its competitors around the same time. Austin argues that these exhibits may not be considered on a motion to dismiss because (1) Kinross, in using them as a basis for its argument that there is no fair inference of scienter, has improperly sought to use them for the truth of the matters asserted; and (2) they are not fairly referenced by the Amended Complaint. On November 2, 2012, Kinross filed an opposition to Austin’s motion to strike. Dkt. 49. On November 12, 2012, Austin filed its reply. Dkt. 50. On November 30, 2012, the Court held argument on both motions. II. Austin’s Motion to Strike Because determining the universe of properly considered materials is a necessary predicate to considering Kinross’s motion to dismiss, the Court turns first to Austin’s motion to strike the 18 Disputed Exhibits. A. Applicable Legal Standards In evaluating a motion to dismiss in a securities action, the Court may take judicial notice of certain limited matters. Tellabs, Inc. v. Makor Issues & Rights, Ltd., 551 U.S. 308, 322, 127 S.Ct. 2499, 168 L.Ed.2d 179 (2007); Fed.R.Evid. 201. The Court may also consider “any written instrument attached to the complaint, statements or documents incorporated into the complaint by reference, legally required public disclosure documents filed with the SEC, and documents possessed by or known to the plaintiff and upon which it relied in bringing the suit.” ATSI, 493 F.3d at 98 (citation omitted). Outside of these categories, it is generally not appropriate for a court, on a motion to dismiss, to consider information or documents extrinsic to the complaint. B. Discussion Austin argues that it is improper to consider the Disputed Exhibits for the truth of the matter asserted therein, i.e., that other companies within the mining industry experienced cost increases in or around 2011, which resulted in delays of their mining projects. PI. Strike Br. 3-5. Austin also argues that the Disputed Exhibits are not “integral to, relied upon, attached to, or referenced in the Complaint,” and, except for two exhibits (Exhibits 24 and 32) that are public filings with the SEC by Kinross’s competitors, are not the types of public records that may be judicially noticed. Id. at 2, 5-6. Austin argues that to consider the Disputed Exhibits would convert the motion to dismiss into one for summary judgment, and necessitate opening discovery on the points at issue. Kinross counters with two arguments. First, it argues, the Court is permitted to “take judicial notice that industry-wide increase in costs caused numerous mining companies to delay large development projects”; it argues that this fact supports a competing, and benign, inference to Austin’s scienter thesis that Kinross acted deliberately or recklessly in failing to announce until January 2012 that the Tasiast development schedule would be delayed. Kinross Strike Br. 4,10 (citing Tellabs, 551 U.S. at 323-24, 127 S.Ct. 2499). Second, Kinross argues, the Disputed Exhibits may be considered for the truth of the matters asserted therein. Id. at 10-11. 1. Judicial Notice of the Facts in the Disputed Exhibits Under Federal Rule of Evidence 201(b), “[t]he court may judicially notice a fact that is not subject to reasonable dispute because it: (1) is generally known within the trial court’s territorial jurisdiction; or (2) can be accurately and readily determined from sources whose accuracy cannot reasonably be questioned.” See Effie Film, LLC v. Pomerance, 909 F.Supp.2d 273, 298 (S.D.N.Y.2012) (surveying the types of fact of which courts have taken judicial notice). Under Rule 201(b), courts have taken notice of widely-known and typically market-wide events. See In re UBS AG Sec. Litig., No. 07 Civ. 11225(RJS), 2012 WL 4471265, at *21 (S.D.N.Y. Sept. 28, 2012) (finding that “any alleged failure to disclose was more likely attributable to the financial turmoil occurring in 2007 than to fraud or recklessness”); In re HomeBanc Corp. Sec. Litig., 706 F.Supp.2d 1336, 1341 n. 1 (N.D.Ga. 2010) (taking “judicial notice of the existence of the financial crisis,” but “not that the crisis caused the decline in HomeBanc’s stock price” (emphasis added)); In re 2007 Novastar Fin., Inc., Sec. Litig., No. 07-0139-CV-W-ODS, 2008 WL 2354367, at *1 (W.D.Mo. June 4, 2008) (“reversals in [the mortgage] industry are amenable to judicial notice”), aff'd, 579 F.3d 878 (8th Cir.2009); In re Merrill Lynch & Co., Inc. Research Reports Sec. Litig., 289 F.Supp.2d 416, 421 (S.D.N.Y 2003) (taking “judicial notice of the existence of the internet bubble and its subsequent crash”); Kramer v. Time Warner, Inc., No. 89 Civ. 8234(LBS), 1990 WL 166665, at *6 n. 5 (S.D.N.Y Oct. 24, 1990) (judicially noticing “widely-publicized collapse of the junk bond market”), aff'd,, 937 F.2d 767 (2d Cir.1991). The facts defendants ask the Court to judicially notice — that there were industry-wide increase in costs in the mining industry, and that these cost increases caused numerous mining companies to delay large development projects in or around 2011 — are of a different character. The fact of cost increases affecting a particular industry, gold-mining, at a particular point in time, is not a well-publicized fact of which an average investor would be aware. See In re Merrill Lynch, 289 F.Supp.2d at 421 n. 6 (collecting other examples, including the stock market crashes of 1929 and 1987). It is not a fact fairly termed “generally known” within this Court’s jurisdiction. Fed.R.Evid. 201(b). In any event, even if it were appropriate to take judicial notice of the fact of rising goldmining costs during 2011, the Court assuredly could not take notice of the fact (if indeed true) that such costs were what caused other companies in this sector to delay large mining projects. A case on which Kinross relies makes this very point. See 2007 Novastar Fin. Sec. Litig., 2008 WL 2354367, at *1 (“[J]ust as the Court could take judicial notice of the fact that the country suffered from the Great Depression in the 1930s, the Court cannot use that fact to infer anything in particular about a business operating at the time. In short, while the Court can take judicial notice of the fact that the Company’s industry suffered reversals, the Court cannot take judicial notice of the impact of those industry-wide reversals on the Company.”). Not only is that causal link not a fact generally known within the Court’s jurisdiction, but by their nature, the causes of a change in development plans may be multiple and/or disputed. And the causal connection that defendants posit is plausibly subject to dispute. It is, therefore, not appropriate for judicial notice under Rule 201(b). 2. Consideration of the Disputed Exhibits for the Truth of the Matters Asserted Alternatively, Kinross argues that the Disputed Exhibits may be considered by the Court as establishing the truth of the matters asserted therein, i.e., that gold-mining costs increased in or around 2011, and that these cost increases caused various companies to delay gold-mining projects. Kinross Strike Br. 10-11. The law is to the contrary. On a motion to dismiss a complaint alleging securities fraud, the Court may indeed consider documents filed with the SEC, but “ ‘only to determine what the documents stated,’ and ‘not to prove the truth of their contents.’ ” Roth v. Jennings, 489 F.3d 499, 509 (2d Cir.2007) (quoting Kramer, 937 F.2d at 774). Thus, where a court takes judicial notice of a public record that is integral to a fraud complaint, “it does so in order ‘to determine what statements [they] contained’ — but ‘again not for the truth of the matters asserted.’ ” Id. (quoting Kramer, 937 F.2d at 774). Accord 1-4 Weinstein’s Evidence Manual § 4.02 (courts may “take judicial notice of facts that various newspapers, magazines, and books were published solely as an indication of information in the public realm at the time, not whether the contents of those articles were, in fact, true” (citations omitted)). Similarly, courts often consider newspaper articles for the “fact of their publication” on a motion to dismiss, but not for the truth of the matters reported on. In re Merrill Lynch, 289 F.Supp.2d at 425 n. 15; see In re UBS AG Sec. Litig., 2012 WL 4471265, at *32 n. 28 (collecting cases). Kramer, on which Kinross relies, does not assist its bid. The Second Circuit has clarified that, in Kramer, the district court properly took judicial notice of the “publicized condition of the junk bond market during the relevant time period,” but that fact “was not relied on for its truth.” Staehr v. Hartford Fin. Servs. Grp., Inc., 547 F.3d 406, 425 (2d Cir.2008). Because the truth of these published reports was not a ground for the district court’s decision, the district court’s consideration of them did “not run afoul of the rule that a district court must confine itself to the four corners of the complaint when deciding a motion to dismiss under Rule 12(b)(6).” Id. Here, it is unavoidable that Kinross is relying on the Disputed Exhibits for the truth of matters asserted in them. Confronted with Austin’s scienter theory that Kinross adhered (recklessly or worse) to the stated Tasiast schedule long after it knew that that schedule was unrealistic, Kinross articulates the competing inference that the delay it announced in January 2012 was prompted by industry-wide cost increases that presumably became apparent to Kinross only shortly beforehand. In arguing for that inference, however, the fact that other companies (e.g., Exs. 20, 23-27, 29-34) or analysts covering them (e.g., Exs. 21-22) claimed that they had experienced cost overruns and/or that those overruns had resulted in delays of mining projects is of no assistance to Kinross except if taken for the truth. Similarly, the fact that Kinross and/or analysts following the company attributed project delays earlier in the Class Period (e.g., Ex. 13) or in January 2012 (e.g., Ex. 13, Exs. 16-18) to rising costs assists Kinross only if those statements are taken for their truth. For these reasons, the Court grants Austin’s motion to strike Exhibits 13,16-18, 20-27, and 29-34. III. Austin’s Motion to Dismiss A. Applicable Legal Standards To survive a motion to dismiss under Rule 12(b)(6), a complaint must plead “enough facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570, 127 S.Ct. 1955, 167 L.Ed.2d 929 (2007). A claim will only have “facial plausibility when the plaintiff pleads factual content that allows the court to draw the reasonable inference that the defendant is liable for the misconduct alleged.” Ashcroft v. Iqbal, 556 U.S. 662, 663, 129 S.Ct. 1937, 173 L.Ed.2d 868 (2009). A complaint is properly dismissed, where, as a matter of law, “the allegations in a complaint, however true, could not raise a claim of entitlement to relief.” Twombly, 550 U.S. at 558, 127 S.Ct. 1955. Accordingly, a district court must accept as true all well-pleaded factual allegations in the complaint, and draw all inferences in the plaintiffs favor. ATSI Commc’ns, Inc. v. Shaar Fund, Ltd., 493 F.3d 87, 98 (2d Cir.2007) (“ATSI”). However, that tenet “is inapplicable to legal conclusions.” Iqbal, 556 U.S. at 678, 129 S.Ct. 1937. Thus, a pleading that offers only “labels and conclusions” or “a formulaic recitation of the elements of a cause of action will not do.” Twombly, 550 U.S. at 555, 127 S.Ct. 1955. “Securities fraud claims are subject to heightened pleading requirements that the plaintiff must meet to survive a motion to dismiss.” ATSI, 493 F.3d at 99; see also Tellabs, 551 U.S. at 322, 127 S.Ct. 2499. First, a complaint alleging securities fraud must meet the requirements of Federal Rule of Civil Procedure 9(b). See ECA & Local 134 IBEW Joint Pension Trust of Chi. v. JP Morgan Chase Co., 553 F.3d 187, 196 (2d Cir.2009) (“ECA”). Rule 9(b) states that “[i]n alleging fraud or mistake, a party must state with particularity the circumstances constituting fraud or mistake.” Fed.R.Civ.P. 9(b). Specifically, Rule 9(b) requires that a complaint “(1) specify the statements that the plaintiff contends were fraudulent, (2) identify the speaker, (3) state where and when the statements were made, and (4) explain why the statements were fraudulent.” ATSI, 493 F.3d at 99 (citation omitted). “Allegations that are conclusory or unsupported by factual assertions are insufficient.” Id. A complaint alleging securities fraud must also comply with the pleading requirements of the Private Securities Litigation Reform Act (the “PSLRA”), 15 U.S.C. § 78u-4(b). See Lewy v. SkyPeople Fruit Juice, Inc., No. 11 Civ. 2700(PKC), 2012 WL 3957916, at *7 (S.D.N.Y. Sept. 10, 2012) (“Courts must dismiss pleadings that fail to adhere to the requirements of the PSLRA.”). In particular, where a plaintiffs claims depend upon allegations that the defendant has made an untrue statement of material fact or that the defendant omitted a material fact necessary in order to make the statements not misleading, the plaintiff “shall specify each statement alleged to have been misleading, the reason or reasons why the statement is misleading, and, if an allegation regarding the statement or omission is made on information and belief, the complaint shall state with particularity all facts on which that belief is formed.” 15 U.S.C. § 78u-4(b)(l). Thus, in order to plead a claim of securities fraud, plaintiffs “must do more than say that the statements ... were false and misleading; they must demonstrate with specificity why and how that is so.” Rombach v. Chang, 355 F.3d 164, 174 (2d Cir.2004); see also In re Austl. & N.Z. Banking Grp. Ltd. Sec. Litig., No. 08 Civ. 11278 (DLC), 2009 WL 4823923, at *7 (S.D.N.Y. Dec. 14, 2009). In addition, a plaintiff pleading scienter in a securities fraud action “shall, with respect to each act or omission alleged to violate this chapter, state with particularity facts giving rise to a strong inference that the defendant acted with the required state of mind.” 15 U.S.C. § 78u-4(b)(2). “For an inference of scienter to be strong, ‘a reasonable person [must] deem [it] cogent and at least as compelling as any opposing inference one could draw from the facts alleged.’ ” ATSI, 493 F.3d at 99 (quoting Tellabs, 551 U.S. at 324, 127 S.Ct. 2499) (alteration and emphasis in original). B. Austin’s Two Theories of § 10(b) Liability Austin sues under § 10(b) of the Exchange Act, which makes it unlawful to “use or employ, in connection with the purchase or sale of any security ... any manipulative or deceptive device or contrivance in contravention of such rules and regulations as the Commission may prescribe.” 15 U.S.C. § 78j(b). The SEC’s implementing rule, Rule 10b-5, provides that it is unlawful “[t]o make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.” 17 C.F.R, § 240.10b-5. To state a claim for securities fraud under § 10(b) and Rule 10b-5, plaintiffs must, therefore adequately plead these six elements: “(1) a material misrepresentation or omission by the defendant; (2) scienter; (3) a connection between the misrepresentation or omission and the purchase or sale of a security; (4) reliance upon the misrepresentation or omission; (5) economic loss; and (6) loss causation.” Stoneridge Inv. Partners, LLC v. Scientific — Atlanta, 552 U.S. 148, 157, 128 S.Ct. 761, 169 L.Ed.2d 627 (2008). Here, Austin alleges that Kinross made two sets of materially false statements or omissions during the class period. Am. Compl. ¶2. These concern (1) the extent and quality of the due diligence Kinross performed on the Tasiast mine before acquiring Red Back and setting the schedule for developing Tasiast, id. ¶¶ 102-108; and (2) Kinross’s announced schedule for developing Tasiast, id. ¶¶ 109-111. 1. Kinross’s Statements About Its Due Diligence Austin recounts numerous statements by Kinross and the Individual Defendants regarding the extent of due diligence that Kinross performed before acquiring Red Back and setting the Tasiast schedule. In August 2010, before the Red Back acquisition, Kinross described its diligence as “detailed” and “in-depth,” and cited that diligence as the basis for its projections as to the Tasiast production schedule: “Our view, based on the extensive due diligence and technical work that we have completed over the past six months, is that we can outperform those consensus numbers. We plan to immediately embark on an accelerated exploration and development program, to consider scaling Tasiast to a higher production level.” Id. ¶ 102; see also id. ¶ 104 (citing to “intensive engineering, technical, geologic, metallurgical, and hydrological work.”); ¶¶ 103,105. Later, in September 2010, Kinross, in a news release, elaborated on its due diligence: Kinross’ view of the significant potential of Red Back’s Tasiast deposit — and its subsequent valuation for this transaction — is founded on six months of exhaustive due diligence by its geologists, technical teams, and management, supported by independent opinions of respected outside consultants.... Kinross’ due diligence included multiple site visits, twinning of existing Red Back drill holes, extensive metallurgical testing, and modeling of options for mining and processing. This work gave Kinross the confidence that Tasiast will be one of the world’s leading gold deposits, presenting a unique and compelling growth opportunity for Kinross and Red Back shareholders. Id. ¶ 107. Austin alleges that these statements were materially false and misleading because “Kinross did not actually perform adequate due diligence on Tasiast because Defendants knew or should have known that the company overlooked significant variables that could offset performance and scheduling at the mine, including the hardness of the ore material present at the deposit.” Id. ¶ 108. As evidence of the inadequacy of the diligence, Austin alleges that Kinross drilled at only one site at Tasiast and that it did not drill to a sufficient depth to constitute adequate due diligence. Rather, Austin alleges, Kinross reached its judgment as to the character of the gold ore present by extrapolating from the results of lower-depth drilling, “which was highly speculative and prone to inaccuracies.” Id. Austin further argues that the later setbacks with regard to its development schedule confirm that the due diligence “was inadequate and did not provide Defendants a true understanding of the ore at Tasiast.” Id. 2. Kinross’s Statements About the Tasiast Development Schedule Austin also alleges that Kinross’s public statements with respect to the schedule for development of the Tasiast expansion program were misleading. In September 2010, before the Red Back acquisition, Kinross announced a schedule that contemplated completing the expansion program “within approximately 36 months, with a view to commencing operations at a new mill in the fourth quarter of 2013. ” Id. ¶ 106. Kinross also stated that it “expect[ed] to fast-track engineering and project development work on the Tasiast expansion, including tendering for an EPCM contractor, completion of a scoping study by December 2010, and completion of a feasibility study by July 2011.” Id. In February 2011, after the acquisition, Kinross announced that the project feasibility study was scheduled for completion in “mid-2011,” and that “construction [was] expected to start in mid-2012, with operations expected to commence early in 2014. ” Id. ¶ 109. In a series of statements in March, April, and May 2011, Kinross stood by these dates. See id. ¶ 112 (March 2011: “The feasibility study ... remains on schedule for completion in mid-2011.... The expansion project remains on schedule to commence operation early in 2014.”); id. ¶ 114 (April 2011: “A feasibility study is expected to be completed in mid-2011, with start-up of the expansion project targeted for the first half of 2014.”); id. ¶¶ 116-118 (May 2011: “The feasibility study for the expansion is approximately 62% complete, and remains on schedule for completion in mid-2011.... The expansion project remains on schedule to commence operation in early 2014.”). Austin contends that these statements were materially false and misleading for several reasons. First, it alleges that three former Kinross employees — whom it denotes as “FE-1,” “FE2,” and “FE-3”— have stated that Kinross and the Individual Defendants “knew that schedule was ‘basically impossible’ and ‘incredibly aggressive’ due to the complexity of the project and the hardness of the ore. Id. ¶ 111(a) (citing id. ¶¶ 48-55, 78, 84-90). Second, it alleges, these Defendants knew that their original schedule was out of line with industry norms for such projects. Id. ¶ 111(b) (citing id. ¶¶ 76-77). Third, it alleges, the defendants knew or should have known of the facts (e.g., the hardness of the rock in the Tasiast mine) that eventually led to increased costs and an extended timeline, because they had access to the company’s ACQUIRE database, which provided this information in real time. Id. ¶ 111(c) (citing id. ¶ 54). Fourth, it alleges, Kinross’s purported due diligence should have led it and the Individual Defendants to appreciate the problems that ultimately caused the development schedule to slip. Id. ¶ 111(d). Fifth and finally, delays and increased costs that arose during the Class Period should have made defendants aware of the potential for delay. Id. ¶ 111(e); see also id. ¶ 86 (alleging that “between November 2010 and early 2011, FE-1 would regularly submit reports concerning the engineering costs to Defendant Thomas”). As noted, on August 10, 2011, Kinross adjusted the schedule for Tasiast: It announced that “work on the feasibility study will be extended until the end of the first quarter of 2012,” i.e., by about nine months. Id. ¶ 121. In a serious of statements, however, Kinross and its officials stated that delaying the feasibility study would not affect the rest of the Tasiast schedule. The press release stated: The Company is extending its Tasiast feasibility study to analyze and incorporate this new drill data into the project scope, while exploring infrastructure development options to reduce project capital costs, which have been subject to industry-wide cost pressures. The feasibility study extension is not expected to impact the project’s development schedule, which remains as previously disclosed, with construction expected to commence mid-2012 and production start-up targeted for early 2014. Id. ¶ 120. In the same vein, during a conference call with analysts and investors the following day, August 11, 2011, Burt stated: In short, we believe there is significant potential to optimize the Tasiast project and enhance overall project economics in a number of areas. This means we’re extending the completion of the feasibility study to the first quarter of 2012. But importantly — and I want to emphasize this — construction of the new mill will commence as planned in the first half of 2012. Id. ¶ 122. On the same call, Thomas stated that the schedule for construction and production startup was still on track. Id. Both Burt and Thomas added that although the development schedule was an “aggressive timetable,” the Tasiast project was “not complex” or “technically challenging,” and both represented that the stated timetable could be met. Id. ¶¶ 123-124. On November 2, 2011, in both a press release and a conference call, Kinross committed again to this revised schedule. In the press release, it stated that “[k]ey project development activities at Tasiast are proceeding on schedule. Work on the expansion project feasibility study continues and is expected to be completed at the end of the first quarter of 2012. Production startup is targeted for mid-2014.” Id. ¶ 127. And on the conference call with analysts and investors to discuss the company’s earnings and operations, Burt stated that “[tjhere’s no change intended in the timing. We have — we’re saying first half of 2014. We’re on or ahead of schedule currently, so we have no reason to change that, and we’re on track today.” Id. ¶ 129. Austin argues that these statements were materially false and misleading because they “gave investors the false impression that Defendants could still meet the aggressive schedule that they had established for the Tasiast expansion, which in fact Defendants knew was not possible.” Id. ¶ 125. Austin further argues that these statements failed to disclose the material negative information about the initial feasibility study. Id. Specifically, Austin quotes FE-2 as saying that the initial feasibility study had been shelved because Kinross had found a “negative rate of return” for the mine. Id. ¶ 86. It also quotes FE-1, who was informed by the firm performing the feasibility study that, because of the hardness of the ore, “it was going take double the amount of money [and more time] to build the plant to process it [the ore].” Id. (alterations in original). Finally, Austin alleges that “by mid-2011, FE-1 was constantly upgrading the design for Tasiast because the project called for more and more electrical power.” Id. As noted, on January 16, 2012, Kinross acknowledged that it would not meet the stated Tasiast development schedule. In a press release it issued that day, Kinross stated: In view of the industry-wide escalation in project capital and operating costs, and given the Company’s increased understanding of the Tasiast orebody and potential for alternative mining and processing rates and sequences, Kinross has elected to conduct a comprehensive capital and project optimization process with the aim of improving capital efficiency, project sequencing, and investment returns.... Based on these preliminary assessments, the Company believes that approximately six to nine months of additional analysis and planning are required in order to determine the optimum processing mix for the Tasiast deposit, and the timing for developing those processing alternatives .... The Company has not finalized the Tasiast feasibility study or mine plan, and drilling results processed to date continue to demonstrate significant exploration potential supporting a world class mine. Id. ¶¶ 131-133 (emphasis added). During a conference call on January 17, 2012 — the close of the Class Period — Burt and Barry confirmed the delayed schedule. They announced that Kinross “expect[ed] to record a material non-cash accounting charge primarily related to the goodwill recorded for the Tasiast mine in connection with the 2010 Red Back acquisition.” Id. ¶¶ 134-135. C. Discussion 1. Analysis of Austin’s Theories of Scienter In moving to dismiss, Kinross argues that Austin has not adequately pled two required elements of § 10(b): (1) that it made a material misrepresentation or omission; and (2) that it did so with scienter. Because the analysis of these asserted deficiencies differs as between Kinross’s statements regarding due diligence and those regarding the Tasiast development schedule, the Court will address those areas separately. At the outset, however, the Court addresses an issue common to both sets of statements: the arguments available — and unavailable — to Austin, on the facts as pled, in defending its claim to have adequately pled scienter. To plead the “strong inference that the defendant acted with the required state of mind” required by the PSLRA, a plaintiff in a § 10(b) and Rule 10b-5 action must demonstrate intent “to deceive, manipulate, or defraud.” Tellabs, 551 U.S. at 313, 127 S.Ct. 2499 (citation omitted). To do so, a plaintiff can show either “(1) that defendants had the motive and opportunity to commit fraud, or (2) strong circumstantial evidence of conscious misbehavior or recklessness.” ECA, 553 F.3d at 198. To show motive and opportunity, Austin must allege that Kinross or the Individual Defendants “benefitted in some concrete and personal way from the purported fraud.” Id. (quoting Novak v. Kasaks, 216 F.3d 300, 307-08 (2d Cir.2000)). “Motives that are common to most corporate officers, such as the desire for the corporation to appear profitable and the desire to keep stock prices high to increase officer compensation, do not constitute ‘motive’ for purposes of this inquiry.” Id.; see also Shields v. Citytrust Bancorp, Inc., 25 F.3d 1124, 1130 (2d Cir.1994) (prolonging time in position of authority or desire for increased incentive compensation inadequate motives). Here, Austin has not come close to adequately alleging that defendants had a motive to make fraudulent misstatements. Austin has not alleged that any of the defendants sold company stock in advance of Kinross’s alleged corrective disclosures, or, for that matter, that they directly profited in any way from the alleged misstatements and omissions. See Rombach v. Chang, 355 F.3d 164, 177 (2d Cir.2004) (scienter insufficiently pled where “complaint identifies no personal interest sufficient to establish motive”). Austin instead contends that the Individual Defendants were motivated, generally, by a desire for increased compensation, Am. Compl. ¶¶ 158-160, to assure that the company closed on the acquisition of Red Back, id. ¶¶ 148-149, or to ensure that an August 2011 debt offering went ahead, id. ¶¶ 156-157. These motives are neither concrete nor personal to the defendants. Rather, the motives of increased compensation and to assure that the company completed its announced initiatives are common to corporate officers. See Saltz v. First Frontier, L.P., 485 Fed.Appx. 461, 464 (2d Cir.2012) (summary order). Nor is a “company’s desire to maintain a high bond or credit rating” in order to “maximize the marketability” of a debt offering a sufficient motive for fraud. San Leandro Emergency Med. Grp. Profit Sharing Plan v. Philip Morris Cos., Inc., 75 F.3d 801, 813-14 (2d Cir.1996); In re PXRE Grp., Ltd., Sec. Litig., 600 F.Supp.2d 510, 532 (S.D.N.Y.2009) (“The alleged motivation of a corporation to raise money to prevent the negative ramifications of a resultant drop of a credit rating or a stock price — even if such a drop would allegedly threaten the ‘survival’ of a company — is far too generalized (and generalizable) to allege the proper ‘concrete and personal’ benefit required by the Second Circuit.”), affd sub nom. Condra v. PXRE Grp. Ltd., 357 Fed.Appx. 393 (2d Cir.2009). The facts pled therefore do not provide a sufficient basis on which a finder of fact could find scienter, via motive and opportunity, for either set of alleged misstatements. Accordingly, the Court rejects Austin’s allegations of scienter, to the extent premised on a theory of motive and opportunity. Austin’s alternative argument for scienter is based on recklessness, “a sufficiently culpable mental state for securities fraud in this circuit.” ECA, 553 F.3d at 198. Recklessness is defined as “ ‘at the least, ... an extreme departure from the standards of ordinary care ... to the extent that the danger was either known to the defendant or so obvious that the defendant must have been aware of it.’ ” Id. (quoting Novak, 216 F.3d at 308). A plaintiff may raise a strong inference of scienter by showing strong circumstantial evidence of recklessness or conscious misbehavior; although, where no motive to commit fraud has been shown, “the strength of the circumstantial allegations must be correspondingly greater.” Kalnit v. Eichler, 264 F.3d 131, 142 (2d Cir.2001). To support a finding of recklessness, a plaintiff may rely on allegations that defendants “knew facts or had access to information suggesting that their public statements were not accurate” or “failed to check information they had a duty to monitor.” ECA, 553 F.3d at 199 (quoting Novak, 216 F.3d at 311). Austin argues that both of those circumstances are present here, as to both categories of alleged misstatements. Importantly, however, in arguing for scienter on recklessness grounds, Austin claims that knowledge of all aspects of the Tasiast mine is properly imputed to all Individual Defendants, because that mine was a “core business operation” of Kinross. Am. Compl. ¶¶ 150-155. The law, however, provides at best qualified support for that theory of scienter. The core operations doctrine was recognized in Cosmas v. Hassett, 886 F.2d 8 (2d Cir.1989), before the passage, in 1995, of the PSLRA. The Second Circuit has yet to rule definitively on whether that doctrine is viable under the PSLRA, see Frederick v. Mechel OAO, 475 Fed.Appx. 353, 356 (2d Cir.2012) (summary order) (“[W]e have not yet expressly addressed whether, and in what form, the ‘core operations’ doctrine survives as a viable theory of scienter.”), and courts in this district are divided in how to apply the doctrine, see In re Wachovia Equity Sec. Litig., 753 F.Supp.2d 326, 352-53 (S.D.N.Y.2011) (collecting cases). The Second Circuit, however, has suggested that it approves of a modified approach under which the core operations doctrine can “provide supplemental support for allegations of scienter, even if [it] cannot establish scienter independently.” New Orleans Emps. Ret. Sys. v. Celestica, Inc., 455 Fed.Appx. 10, 14 (2d Cir.2011) (summary order). In the absence of surer guidance, the Court will follow this sensible intermediate approach. Accord In re Wachovia, 753 F.Supp.2d at 352-53 (“In the absence of Circuit guidance, the Court considers ‘core operations’ allegations to constitute supplementary but not independently sufficient means to plead scienter.”). And the Court must consider other reasonable inferences alongside a plaintiffs inference of knowledge of core busi-ness operations: “[T]he fact that the Court may make such an inference does not mean that such an inference necessarily would be the most compelling under Tel-labs.” Dobina v. Weatherford Int’l Ltd., 909 F.Supp.2d 228, 251 (S.D.N.Y.2012). Guided by these overarching principles, the Court turns to analyze whether Austin has stated a claim as to each of the two categories of alleged misstatements. 2. Kinross’s Statements as to Its Due Diligence To the extent that Austin’s claim of fraud is based on Kinross’s statements touting its “exhaustive” due diligence as to the Tasiast mine, Austin does not state a claim. That is for two reasons. First, with the arguable exception of one alleged misstatement, addressed at the end of this section, Kinross’s statements are not aetionable misstatements. Second, Austin has failed adequately to allege scienter as to any alleged misstatement. (a) Non-actionable statements: Kinross’s statements about its diligence fall into two categories: (1) general comments about the extent and quality of the company’s due diligence, and (2) specific statements detailing what Kinross did as part of this diligence. Kinross’s general statements about its due diligence are fairly characterized as optimistic generalizations, or “puffery.” And such “expressions of puffery and corporate optimism do not give rise to securities violations,” because companies “are not required to take a gloomy, fearful or defeatist view of the future.” Rombach v. Chang, 355 F.3d 164, 174 (2d Cir.2004) (citation omitted). “Statements are properly classified as ‘puffery’ when they are ‘too general to cause a reasonable investor to rely upon them.’ ” In re Austl. & N.Z. Banking Grp., 2009 WL 4823923, at *11 (quoting ECA, 553 F.3d at 206). To be sure, there is an important limitation on this principle: “[0]ptimistic statements may be actionable upon a showing that the defendants did not genuinely or reasonably believe the positive opinions they touted (ie., the opinion was without a basis in fact or the speakers were aware of facts undermining the positive statements), or that the opinions imply certainty.” Lapin v. Goldman Sachs Grp., Inc., 506 F.Supp.2d 221, 239-40 (S.D.N.Y.2006) (citing In re Int’l Bus. Machs. Corp. Sec. Litig., 163 F.3d 102, 107 (2d Cir.1998) (“In re IBM”).) Thus, as to Kinross’s statements generally lauding its due diligence efforts, Austin must do more than allege that the statements were false and misleading. It must demonstrate with specificity why and how Kinross appreciated that that was so. See ECA 553 F.3d at 206; Novak, 216 F.3d at 315. The general statements on which Austin seizes were made in pre-merger press releases, where Kinross stated that it had had “the advantage of doing ... very detailed and in-depth due diligence,” Am. Compl. ¶ 102, and described that diligence as “exhaustive,” id. ¶ 107. In those statements, Kinross attributed its optimistic projections about the acquisition to its diligence: “We have developed an understanding of the assets that we believe is much more comprehensive than the Street has.” Id. ¶ 102. Kinross also stated that, on the basis of its “extensive due diligence,” it believed it could “outperform those consensus numbers.” Id. These rosy but general portraits of Kinross’s due diligence do not rise to the level of an actionable misstatement. They are puffery. See Lighthouse Fin. Grp. v. Royal Bank of Scot. Grp., PLC, 902 F.Supp.2d 329, 341 (S.D.N.Y.2012) (finding that optimistic comments about due diligence were puffery). The Second Circuit has held, in fact, in a closely analogous context, that generalized statements touting the quality of a company’s risk management process are puffery. See, e.g., EGA 553 F.3d at 205-06 (statements that “ ‘risk management processes ... are highly disciplined and designed to preserve the integrity of the risk management process’ ” were “merely generalizations regarding [defendant’s] business practices” and constituted inactionable puffery); cf. San Leandro Emerg. Med. Grp., 75 F.3d at 811 (statements that Philip Morris was “ ‘optimistic’ about its earnings and ‘expected’ Marlboro to perform well” constituted puffery). As to the more specific statements made by Kinross about its diligence, Austin has not alleged that any of these are false. To be sure, representations about due diligence anchored in specific factual claims may be actionable. See NECA-IBEW Pension Trust Fund v. Bank of Am. Corp., No. 10 Civ. 440(LAK)(HBP), 2012 WL 3191860, at *20-21 (S.D.N.Y. Feb. 9, 2012) (misrepresentation may be actionable where it is an “affirmative representation of a then-existing fact”); In re Bank of Am. Corp. Sec., Derivative, & Emp. Ret. Income Sec. Act (ERISA) Litig., 757 F.Supp.2d 260, 310 (S.D.N.Y.2010) (representations concerning due diligence were not puffery because they were fact-based expressions of opinion). But although Austin assails specific statements made by Kinross about its due diligence, it does not explain concretely why the specific factual representations that Kinross made about its “exhaustive due diligence” were false. For example, in its September 1 statement about its “exhaustive due diligence on Red Back,” Kinross listed specific diligence steps that it had taken. These included “multiple site visits,” “twinning of existing Red Back drill holes,” “extensive metallurgical testing,” and “reeeiv[ing] third party opinions.” Am. Compl. ¶¶ 106-107. Austin does not allege that Kinross did not, in fact, take each of these steps. Moreover, although Austin assails Kinross’s due diligence as insufficient, it does so largely on the basis of details of that diligence disclosed by Kinross. For example, Austin faults Kinross for not drilling to 700 meters of depth during the due diligence period, but it was Kinross that disclosed that it had drilled less far down (430 meters). See Giuffra Deck Ex. 5, at 1. Similarly, Austin faults Kinross for having drilled test wells at only one site, but Kinross disclosed precisely this limitation before the merger. Id. (“[T]hese preliminary conceptual estimates are based on data gathered from exploring only 8 kilometres of Tasiast’s 70 kilometre green-stone belt .... ”). See Lighthouse Fin. Grp., 902 F.Supp.2d at 341 (“But Plaintiffs do not point to any statement, during the period in which RBS was supposed to be doing due diligence, in which any Defendant states that RBS had done the exhaustive due diligence that Plaintiffs, in hindsight, might have preferred.”). At argument, Austin focused extensively on Kinross’s disclosure on March 31, 2011 — after the acquisition of Red Back— that the ore that it found during its test drilling was “relatively hard”; Austin argues that Kinross should have disclosed that that ore was “very hard.” Tr. 55-56. But Austin’s view that Kinross should have used a more forceful adjective to qualify the word “hard” does not make the formulation it chose actionable. Austin does not allege, for example, that the terms “relatively hard” and “very hard” when applied to ore are industry terms of art that have fixed meanings, or that the data that Kinross uncovered was inconsistent with the formulation (“relatively hard”) that it chose. Austin does not even sufficiently allege that “relatively hard” was a “half-truth,” or a “literally true statement ] that create[d] a materially misleading impression.” Cf. S.E.C. v. Gabelli 653 F.3d 49, 57 (2d Cir.2011), rev’d on other grounds, — U.S.-, 133 S.Ct. 1216, 185 L.Ed.2d 297 (2013). Section 10-b is not concerned with such subtle disagreements over adjectives and semantics. See In re Merrill Lynch Auction Rate Sec. Litig., 704 F.Supp.2d 378, 392 (S.D.N.Y.2010) (“semantic distinction [between ‘routinely’ and ‘systematically’] is not persuasive”); In re Xinhua Fin. Media, Ltd. Sec. Litig., No. 07 Civ. 3994(LTS)(AJP), 2009 WL 464934, at *8 (S.D.N.Y Feb. 25, 2009) (“soft adjectives are nothing more than puffery”). (b) Inadequate allegations of scienter: As to both Kinross’s general and specific statements about its due diligence, Austin has not alleged, other than in conclusory fashion, that Kinross did not genuinely or reasonably believe those statements at the time it made them. That is an independently sufficient reason for the Court’s holding that Austin’s lawsuit must be dismissed to the extent based on the due diligence statements. As to Kinross’s general statements, which the Court has held non-actionable, Austin merely argues that because defendants were aware of the extent of the diligence, they were also aware that the diligence was inadequate. However, the facts alleged do not bear that out. Austin has quoted several former employees to the effect that they believed that Kinross’s due diligence was inadequate. See, e.g., Am. Compl. ¶¶ 47-51. But Austin has not alleged that any of those former employees communicated those concerns to Kinross or an Individual Defendant, let alone that they persuaded the defendants (or notified them of facts demonstrating) that the diligence was inadequate. On the basis of the pleadings, there is a clear difference of opinion between Kinross, on the one hand, and these former employees, on the other, as to the adequacy of the company’s diligence. However, differences of opinion, even stark differences, between employees do not reveal scienter. That is particularly so where, as here, no pleading specifically alleges that the contrary views were communicated to the company or its officers. See In re Flag Telecom Holdings, Ltd. Sec. Litig., 308 F.Supp.2d 249, 270 (S.D.N.Y.2004) (“[T]he mere fact that the Planning Manager ‘anticipated’ a delay in March 2000 does not establish that Flag or the individual defendants had similar foresight.”). Further, as noted, statements of judgment, evaluation, or opinion are actionable only if the plaintiff makes a non-conclusory allegation that the defendant did not truly believe them at the time they were made. See Kleinman v. Elan Corp., plc, 706 F.3d 145, 153 (2d Cir.2013) (“Subjective statements can be actionable only if the ‘defendant’s opinions were both false and not honestly believed when they were made.’ ”) (quoting Fait v. Regions Fin. Corp., 655 F.3d 105, 113 (2d Cir.2011)); In re IBM, 163 F.3d at 107 (“Statements regarding projections of future performance may be actionable ... if they are worded as guarantees or are supported by specific statements of fact, or if the speaker does not genuinely or reasonably believe them.” (citations omitted)); In re Lehman Bros. Sec. & Erisa Litig., 799 F.Supp.2d 258, 313 (S.D.N.Y.2011) (“Such statements are not actionable unless it is alleged sufficiently that the speaker did not truly believe them when they were made.”). Austin makes no such allegations here. As to Kinross’s specific statements about due diligence, as noted, Austin, does not make any allegations that these were even false, with one arguable exception. It follows that Austin cannot allege that Kinross or the individual defendants were aware of specific facts showing these statements to be false. The one specific statement about due diligence as to which Austin articulates a plausible basis for claiming falsity is defendant Burt’s statement, in a conference call on August 5, 2010, that “we have done far more homework than one would typically see in a significant acquisition.” Am. Compl. ¶ 104. Austin alleges that that statement was a misrepresentation because Kinross’s diligence was, in fact, “woefully inadequate,” based on statements of former employees. See id. ¶¶ 47-55. Other than simply alleging that Burt’s “homework” statement was false, Austin has failed to point to evidence showing that it was actually false, or that Kinross knew or had reason to know it was false. Austin has offered no allegation that, in fact, other significant acquisitions whose diligence was done by or known to Kinross were pursued only after