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This case was last updated from PACER on 05/28/2021 at 10:36:37 (UTC).

Mancini v. GenMark Diagnostics, Inc. et al

Case Summary

On March 29, 2021, Ernest Mancini (“Plaintiff”) represented by Gina M. Serra, Herbert W. Mondros and Seth D. Rigrodsky of Rigrodsky Law, P.A. filed a civil complaint against GenMark Diagnostics, Inc. (“GenMark” or the “Company”), Kevin C. O’Boyle, Daryl J. Faulkner, James Fox, Lisa Giles and others (collectively, “Defendants”), seeking injunctive relief, rescissory damages and declaratory relief for allegedly making false and misleading statements in the solicitation statement. This case was filed in U.S. District Court in the District of Delaware with Judge Maryellen Noreika presiding

 

Plaintiff in their complaint alleged that “This action stems from a proposed transaction announced on March 15, 2021 (the “Proposed Transaction”), pursuant to which GenMark Diagnostics, Inc. (“GenMark” or the “Company”) will be acquired by Roche Holdings, Inc. (“Parent”) and Geronimo Acquisition Corp. (“Merger Sub,” and together with Parent, “Roche”).” and that “The Solicitation Statement omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading. Accordingly, plaintiff alleges herein that defendants violated Sections 14(e), 14(d), and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”) in connection with the Solicitation Statement.”

 

Plaintiff alleged that “the Solicitation Statement omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading. First, the Solicitation Statement omits material information regarding the Company’s financial projections.

The Solicitation Statement fails to disclose: (i) all line items used to calculate EBITDA; (ii) unlevered free cash flows and all underlying line items; and (iii) a reconciliation of all non-GAAP to GAAP metrics.The disclosure of projected financial information is material because it provides stockholders with a basis to project the future financial performance of a company, and allows stockholders to better understand the financial analyses performed by the company’s financial advisor in support of its fairness opinion. Second, the Solicitation Statement omits material information regarding the analyses performed by the Company’s financial advisor in connection with the Proposed Transaction, J.P. Morgan Securities LLC (“J.P. Morgan”). With respect to J.P. Morgan’s Public Trading Multiples analysis, the Solicitation Statement fails to disclose the individual multiples and metrics for the companies observed in the analysis.”

 

Plaintiff further alleged that “Third, the Solicitation Statement fails to disclose whether the Company entered into any nondisclosure agreements that contained standstill and/or “don’t ask, don’t waive” provisions.The omission of the above-referenced material information renders the Solicitation Statement false and misleading. The above-referenced omitted information, if disclosed, would significantly alter the total mix of information available to the Company’s stockholders.”

 

Plaintiff has laid down three claims for relief. The first and second claims are for violation of Section 14 (d), (e) of the 1934 Act against all Defendants and the third claim is for violation of Section 20(a) of the 1934 Act against the Individual Defendants and Roche.

 

In its prayer for relief, Plaintiff has requested the court to enjoin defendants from proceeding with, consummating the Proposed Transaction, In the event defendants consummate the Proposed Transaction, rescinding it and setting it aside or awarding rescissory damages. Plaintiff further requested the court to Directing the Individual Defendants to file a Solicitation Statement that does not contain any untrue statements of material fact and that states all material facts required and declare that Defendants have violated the laws alleged in the complaint and grant Plaintiff costs of litigation. 

 

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Case Details Parties Documents Dockets

 

Case Details

  • Case Number:

    1:21-CV-00466

  • Filing Date:

    03/29/2021

  • Case Status:

    Disposed - Other Disposed

  • Case Type:

    Finance - Security/Commodity/Exchange

  • Court:

    U.S. District Courts

  • Courthouse:

    Delaware District

Judge Details

Presiding Judge

Maryellen Noreika

 

Party Details

Plaintiff

Ernest Mancini

Defendants

James Fox

Lisa Giles

Roche Holdings, Inc.

GenMark Diagnostics, Inc.

Kevin C. O'Boyle

Daryl J. Faulkner

Geronimo Acquisition Corp.

Michael Kagnoff

Attorney/Law Firm Details

Plaintiff Attorneys

Gina M. Serra

Attorney at Rigrodsky Law, P.A.

300 Delaware Avenue, Suite 210

Wilmington, DE 19801

Herbert W. Mondros

Attorney at Rigrodsky Law, PA

300 Delaware Ave., Suite 210

Wilmington, DE 19801

Seth D. Rigrodsky

Attorney at Rigrodsky & Long, P.A.

300 Delaware Avenue, Suite 1220

Wilmington, DE 19801

Seth Rigrodsky

Attorney at Rigrodsky Law, P.A.

300 Delaware Avenue, Suite 210

Wilmington, DE 19801

 

Court Documents

#3

(#3) NOTICE of Voluntary Dismissal by Ernest Mancini (Serra, Gina) (Entered: 05/05/2021)

#2

(#2) Notice, Consent and Referral forms re: U.S. Magistrate Judge jurisdiction. (mal) (Entered: 03/30/2021)

1 #1

Civil Cover Sheet

#1

(#1) COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934 - filed with Jury Demand against Daryl J. Faulkner, James Fox, GenMark Diagnostics, Inc., Geronimo Acquisition Corp., Lisa Giles, Michael Kagnoff, Kevin C. O'Boyle, Roche Holdings, Inc. - Magistrate Consent Notice to Pltf. ( Filing fee $ 402, receipt number ADEDC-3581839.) - filed by Ernest Mancini. (Attachments: #1 Civil Cover Sheet)(mal) (Entered: 03/30/2021)

 

Docket Entries

  • 05/06/2021
  • DocketCASE CLOSED (mdb) (Entered: 05/06/2021)

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  • 05/05/2021
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  • Docket(#3) NOTICE of Voluntary Dismissal by Ernest Mancini (Serra, Gina) (Entered: 05/05/2021)

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  • 03/31/2021
  • DocketCase Assigned to Judge Maryellen Noreika. Please include the initials of the Judge (MN) after the case number on all documents filed. Associated Cases: 1:21-cv-00454-MN, 1:21-cv-00466-MN (rjb) (Entered: 03/31/2021)

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  • 03/30/2021
  • DocketNo Summons Issued. (mal) (Entered: 03/30/2021)

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  • 03/29/2021
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  • Docket(#2) Notice, Consent and Referral forms re: U.S. Magistrate Judge jurisdiction. (mal) (Entered: 03/30/2021)

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  • 03/29/2021
  • View Court Documents
  • Docket(#1) COMPLAINT FOR VIOLATION OF THE SECURITIES EXCHANGE ACT OF 1934 - filed with Jury Demand against Daryl J. Faulkner, James Fox, GenMark Diagnostics, Inc., Geronimo Acquisition Corp., Lisa Giles, Michael Kagnoff, Kevin C. O'Boyle, Roche Holdings, Inc. - Magistrate Consent Notice to Pltf. ( Filing fee $ 402, receipt number ADEDC-3581839.) - filed by Ernest Mancini. (Attachments: #1 Civil Cover Sheet)(mal) (Entered: 03/30/2021)

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