Shareholder Sues Pharmaceutical Company Over Proposed Merger

A suit was filed on Wednesday in the Southern District of New York by investor Shiva Stein against defendants Antares Pharma, Inc., as well as the company’s board of directors. The complaint for violations of Sections 14(e), 14(d), and 20(a) of the Securities Exchange Act comes after the proposed acquisition of Antares by Halozyme Therapeutics, Inc.

Antares Pharma focuses on “the development and commercialization of pharmaceutical products and technologies that address patient needs in targeted therapeutic areas.” On April 13, they announced a proposed transaction in which the company would be acquired by Halozyme.

The complaint alleges that the Exchange Act was violated when Antares filed a materially incomplete and misleading Solicitation Statement with the Securities and Exchange Commission (SEC) regarding the proposed transaction and then distributed it to company stockholders. Specifically, the statement encourages stockholders to tender their shares in support of a merger between a wholly owned subsidiary of Halozyme, Atlas Merger Sub, Inc., and Antares. The merger agreement details that common shares will be converted into the right to receive $5.60 in cash, while outstanding common stock will be acquired by Atlas Merger Sub, Inc.

The plaintiff asserts that the solicitation statement fails to adequately represent Antares’s financial projections since the financial valuation analyses are based off of misleading data and other input. Stein elaborates that the “failure to adequately disclose such material information constitutes a violations of Sections 14e, 14d, and 20a of the Exchange Act,” and that stockholders will need more information if they are to tender their shares and express their support for the merger prior to the expiration of the tender offer.

The complaint cites three counts of violations of the Exchange Act. Plaintiff Stein is seeking an injunction preventing the defendants from proceeding with the proposed transaction without disclosing the aforementioned material information, and if the proposed transaction continues regardless, Stein is seeking rescissory damages.

The plaintiff is represented by Melwani & Chan LLP.