Shareholder Shoshana Minzer filed suit on Friday in the Northern District of California against defendants Global Blood Therapeutics, Inc. (GBT) and their board of directors for alleged violations of federal securities laws.
GBT, per the complaint, issued a joint press release with Pfizer Inc. on August 8 announcing their intent to merge. This is not the first lawsuit filed against GBT since the announcement; five have been filed in federal court as of this publication.
Under the terms of the agreement, GBT would be sold to Pfizer and all those who held stock in GBT would receive $68.50 in cash per share owned. The complaint notes that this transaction is valued to be worth around $5.4 billion dollars.
Following the press release, GBT filed a proxy statement with the Securities and Exchange Commission. Minzer, the plaintiff, contends in the complaint that the documents omitted and misrepresented material information including the Company’s projections, the financial valuation analyses and their corresponding data and inputs, and potential conflicts of interest. Minzer further explains that the false and misleading proxy statement was filed in violation of the Exchange Act.
Minzer concludes that “unless remedied, GBT’s public stockholders will be irreparably harmed because the Proxy Statement’s material misrepresentations and omissions prevent them from making a sufficiently informed voting or appraisal decision on the Proposed Transaction.”
The complaint cites two counts for violations of the Exchange Act. Minzer is seeking a preliminary and permanent injunction preventing the defendants from proceeding with the proposed transaction until the material information is disclosed, rescissory damages in the event that the proposed transaction is consummated, favorable judgment on each count, litigation fees, a trial by jury, and any other relief deemed proper by the Court.
The plaintiff is represented by Weiss Law.