EXHIBIT B 

Case: 1:12-cv-02450 Document #: 88-2 Filed: 06/04/12 Page 1 of 3 PageID #:659
19 of 22 DOCUMENTS

Copyright 2012 Business Wire, Inc.

Business Wire

April 3, 2012 Tuesday 8:12 PM GMT

DISTRIBUTION: Business Editors; Legal Editors

LENGTH: 844 words

HEADLINE: Robbins Geller Rudman & Dowd LLP Files Class Action Suit Against Groupon, Inc.

DATELINE: SAN DIEGO

BODY:

Robbins Geller Rudman & Dowd LLP ("Robbins Geller") ( http://www.rgrdlaw.com/cases/grouponinc/ ) today

announced that a class action has been commenced in the United States District Court for the Northern District of

Illinois on behalf of purchasers of Groupon, Inc. ("Groupon") (NASDAQ:GRPN) common stock during the period

between November 4, 2011 and March 30, 2012 (the "Class Period"), and/or who acquired shares of Groupon common

stock pursuant or traceable to the Company's November 4, 2011 initial public offering ("IPO").

If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. If you wish to

discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiff's

counsel, Darren Robbins of Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at djr@rgrdlaw.com If you

are a member of this class, you can view a copy of the complaint as filed or join this class action online at

http://www.rgrdlaw.com/cases/grouponinc/ . Any member of the putative class may move the Court to serve as lead

plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.

The complaint charges Groupon, certain of its officers and directors and the underwriters of its IPO with violations

of the Securities Exchange Act of 1934 and the Securities Act of 1933. Groupon is a local e-commerce marketplace that

connects merchants to consumers by offering goods and services at a discount.

The complaint alleges that during the Class Period, defendants issued materially false and misleading statements

regarding the Company's business practices and financial results. Specifically, defendants failed to disclose negative

trends in Groupon's business and made false statements regarding Groupon's financial results. As a result of these false

statements, defendants were able to successfully accomplish Groupon's IPO at $20.00 per share, and subsequently

Groupon's stock traded at artificially inflated prices during the Class Period, reaching a high of $26.19 per share on

November 18, 2011.

On November 3, 2011, Groupon announced the pricing of its IPO of 35 million shares of common stock at $20 per

share for net proceeds of $658 million. As part of the Prospectus and Registration Statement issued in connection with

Page 1

Case: 1:12-cv-02450 Document #: 88-2 Filed: 06/04/12 Page 2 of 3 PageID #:660
the IPO and during the Class Period, defendants represented that the Company had competitive advantages which

would benefit its business and reported financial results which showed dramatic growth.

Then, on March 30, 2012, after the market closed, Groupon issued a press release announcing a revision to its

fourth quarter and full-year 2011 financial results, including a reduction in its fourth quarter 2011 revenue of $14.3

million. This resulted in an increase to Groupon's fourth quarter 2011 operating expenses that reduced operating income

by $30 million, net income by $22.6 million, and earnings per share by $0.04. Groupon attributed the revision to a shift

in the Company's fourth quarter deal mix and higher price point offers, which resulted in higher refund rates. On this

news, Groupon's stock dropped $3.10 per share to close at $15.28 per share on April 2, 2012, a decline of 17% on

volume of 10 million shares.

According to the complaint, the true facts, which were known by the defendants but concealed from the investing

public during the Class Period, were as follows: (a) Groupon's financial results were materially false and misleading in

violation of Generally Accepted Accounting Principles ("GAAP"); (b) Groupon's revenues were overstated in violation

of GAAP; (c) Groupon's business was not growing to the extent represented by defendants and was not nearly as

resistant to competition as suggested by defendants; (d) the IPO Registration Statement and Prospectus concealed that

Groupon was not in compliance with the laws and regulations of some of the countries in which it operated, including

the United Kingdom; and (e) Groupon's internal controls were so poor and inadequate that Groupon's reported results

were not reliable.

Plaintiff seeks to recover damages on behalf of all purchasers of Groupon common stock during the Class Period

and/or who acquired shares of Groupon common stock pursuant or traceable to the Company's IPO. The plaintiff is

represented by Robbins Geller, which has expertise in prosecuting investor class actions and extensive experience in

actions involving financial fraud.

Robbins Geller, a 180-lawyer firm with offices in San Diego, San Francisco, New York, Boca Raton, Washington,

D.C., Philadelphia and Atlanta, is active in major litigations pending in federal and state courts throughout the United

States and has taken a leading role in many important actions on behalf of defrauded investors, consumers, and

companies, as well as victims of human rights violations. The Robbins Geller Web site ( http://www.rgrdlaw.com ) has

more information about the firm.

CONTACT: Robbins Geller Rudman & Dowd LLP

Darren Robbins

800/449-4900 or 619/231-1058

djr@rgrdlaw.com

URL: http://www.businesswire.com

LOAD-DATE: April 4, 2012

Page 2

Robbins Geller Rudman & Dowd LLP Files Class Action Suit Against Groupon, Inc. Business Wire April 3, 2012

Tuesday 8:12 PM GMT

Case: 1:12-cv-02450 Document #: 88-2 Filed: 06/04/12 Page 3 of 3 PageID #:661