On Friday, shareholder Jordan Wilson filed a complaint in the District of Delaware against Epizyme, Inc. and its board of directors for alleged violations of the Securities Act over their proposed merger with Ipsen S.A.
On June 27, Epizyme Inc. entered into a merger agreement with Ipsen, Ipsen Pharma SAS and Hibernia Merger Sub, Inc., the complaint said. Ipsen agreed to buy out Epizyme for $1.45 per share in cash and with a tender offer.
The complaint said that on July 12, the Board “authorized the filing of the materially incomplete and misleading Schedule 14D-9 Solicitation/Recommendation Statement.” The plaintiff claims that the statement “omits or misrepresents material information necessary and essential to [the Proposed Transaction]” so that shareholders can properly “exercise their suffrage rights.”
According to the complaint, the fairness opinion about Epizyme’s financial projections from MTS Securities, LLC. are inaccurate and there are potential conflicts of interest from their additional financial advisor, Jefferies LLC.
The statement allegedly “ fails to disclose the individual multiples and financial metrics for each of the respective selected companies and transactions MTS analyzed” since it does not project Epizyme’s cash flows after 2036, their terminal values or assumptions about discount rates. As a result, the plaintiff is suing for violations of Sections 14(d), 14(e), and 20(a) of the Exchange Act.
The plaintiff is seeking injunctive relief enjoining Epizyme from proceeding with the Proposed Transaction, rescissory damages if Epizyme completes the Proposed Transaction, declaratory relief enjoining the defendant to file a Solicitation Statement, attorney’s fees and costs, and other relief.
The plaintiff is represented by Long Law, LLC.