Investor Elaine Wang filed suit on Monday in the Southern District of New York against defendants Global Blood Therapeutics, Inc. and its board of directors. The complaint for violations of the Exchange Act alleged that the defendants issued a misleading proxy statement in connection with a merger.
Defendant Global Blood is a biopharmaceutical company that “engages in the discovery, development, and delivery of treatments for underserved patient communities with sickle cell disease,” according to the complaint.
On August 8, Global Blood announced their intent to merge with Pfizer, and filed a proxy statement with the SEC in connection with the proposed transaction. The statement was provided to Global Blood stockholders and urged them to vote in favor of the merger.
Wang is a stockholder of Global Blood and contends that the proxy statement filed by the defendants contains misrepresentations and omits other material information that is necessary in order for stockholders like Wang to make an informed decision regarding the merger. Wang further maintains that the proxy statement omits vital material regarding financial projections and analyses. The omission of the information, Wang claims, constitutes a violation of the Exchange Act. She explains that she “will be unable to make a fully-informed decision regarding whether to vote in favor of the Proposed Transaction, and she is thus threatened with irreparable harm.”
The complaint cites two counts of violations of the Exchange Act. Wang asserts that it is “imperative that Global Blood’s stockholders are provided with the material information that has been omitted from the Proxy Statement, so that they can meaningfully assess whether or not the Proposed Transaction is in their best interests prior to the forthcoming stockholder vote.” Wang is seeking a preliminary and permanent injunction preventing the defendants from moving forward with the merger until the proxy statement has been amended, rescinding the merger agreement or granting the plaintiff rescissory damages, damages as a result of the defendant’s wrongdoing, litigation fees, and any other relief deemed appropriate by the Court.
The plaintiff is represented by Melwani & Chan LLP.