Plaintiffs Laurie Volpe and Matthew Hopkins have filed suit separately against defendant Dicerna Pharmaceuticals, Inc. (Dicerna), and their board of directors (Douglas M. Fambrough III, J. Kevin Buchi, Stephen Doberstein, Martin Freed, Patrick M. Gray, Stephen J. Hoffman, Adam M. Koppel, Marc Kozin, and Cynthia Smith) over alleged violations of the Securities Exchange Act of 1934 (the Exchange Act) and the United States Securities and Exchange Commission (SEC) Rule. Each suit was filed on Friday in the Southern District of New York.
Dicerna is a “biopharmaceutical company focused on discovering, developing, and commercializing medicines that are designed to leverage ribonucleic acid interference to silence selectively genes that cause or contribute to disease.”
In mid-November, the defendant, Dicerna, entered into a merger agreement with Novo Nordisk A/S and NNUS New Research, Inc. Under the terms of the merger, the purchaser, NNUS, would acquire all outstanding Dicerna shares for $38.25 per share in cash.
On November 24, Dicerna attempted to convince their shareholders to agree to the merger by filing what the plaintiffs argue was a “materially incomplete and misleading Schedule 14D-9 Solicitation/Recommendation Statement with the SEC.” Volpe argues that the Recommendation Statement specifically omits information regarding Dicerna’s financial projections, financial analyses, potential conflicts of interest, and employment retention following the merger.
Each complaint expresses that the material information that has been omitted must be disclosed to the company’s shareholders prior to the expiration of the Tender Offer in order for the shareholders to make an informed judgement regarding the merger. The offer is set to expire 20 days after its filing, which was on November 24.
The complaint cites three separate violations of the Exchange Act. As a result of these violations, Volpe and Hopkins are seeking an injunction preventing Dicerna from taking any steps to advance the merger absent the material information that has been omitted, rescissory damages, a declaration of the violations of the Exchange Act, litigation fees, a trial by jury, and any other relief deemed proper by the court.