On March 30, 2021, Alicia McKenzie (the “Plaintiff”), represented by Joshua H. Grabar, filed a civil action against Alexion Pharmaceuticals, Inc. (“Alexion” or the “Company”), AstraZeneca PLC, Delta Omega Sub Holdings Inc., Delta Omega Sub Holdings Inc., Delta Omega Sub Holdings LLC and Others (collectively, “Defendants”), seeking injunctive relief amongst other reliefs for failing to disclose material information regarding the Proposed Merger, and defendants violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”). This case was filed in U.S. District Court in the Eastern District of Pennsylvania with Judge Gerald J. Pappert presiding.
In the complaint, the Plaintiff alleged that “on December 12, 2020, Alexion entered into an agreement (the “Merger Agreement”) to be acquired by AstraZeneca PLC (“Parent”), Delta Omega Sub Holdings Inc. (“Bidco”), Delta Omega Sub Holdings Inc. (“Merger Sub I”), and Delta Omega Sub Holdings LLC 2 (“Merger Sub II”) (together, “AstraZeneca”) (the “Proposed Merger”). Under the terms of the Merger Agreement, Alexion’s stockholders will receive 2.1243 American depository shares of Parent and $60.00 in cash per share. On February 19, 2021, defendants filed a registration statement (the “Registration Statement”) with the U.S. Securities and Exchange Commission (the “SEC”). As alleged herein, the Registration Statement fails to disclose material information regarding the Proposed Merger, and defendants violated Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).”
The Plaintiff further alleged that “the Registration Statement fails to disclose material information regarding the financial analyses performed by Bank of America Securities (“BofA”), Alexion’s financial advisor.” And that it “fails to disclose material information regarding Alexion’s and AstraZeneca’s financial projections” and conflict of interest. “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 a company’s financial advisor in support of its fairness opinion.”
There are two claims for relief laid down by the Plaintiff. The first claim against the Individual Defendants and Alexion for violation of Section 14(a) of the Exchange Act and Rule 14a-9 and wherein the Plaintiff alleged that the Registration Statement was prepared, reviewed, and/or disseminated by the Individual Defendants. It is alleged that by virtue of their positions within the Company, the Individual Defendants were aware of this information and their duty to disclose this information in the Registration Statement. Allegedly, the Individual Defendants were at least negligent in filling the Registration Statement with these materially false and misleading statements. The second claim against the Individual Defendants and AstraZeneca is for violation of Section 20(a) of the Exchange Act wherein it has been alleged that the Registration Statement contained the unanimous recommendation of the Individual Defendants to approve the Proposed Merger, which would have directly involved them in the making of the Registration Statement.
In the prayer for relief the plaintiff has requested the court to pass an order for injunctive relief and in the alternative, if the defendants consummate the Proposed Merger, to rescind it and award rescissory damages. The Plaintiff further requested the court to direct the Defendants to file true statements of material facts and declare the violation of laws by the Defendant as claimed in the complaint and to award costs of litigation including reasonable allowance for attorneys’ and experts’ fees.
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Disposed - Other Disposed
GERALD J. PAPPERT
JOHN T MOLLEN
CHRISTOPHER J COUGHLIN
DELTA OMEGA SUB HOLDINGS LLC 2
PAUL A FRIEDMAN
ALEXION PHARMACEUTICALS, INC.
DELTA OMEGA SUB HOLDINGS INC.
DELTA OMEGA SUB HOLDINGS INC. 1
DAVID R. BRENNAN
JUDITH A REINSDORF
JOSHUA H. GRABAR
Attorney at GRABAR LAW OFFICE
One Liberty Place, 1650 Market St Suite 3600
Philadelphia, PA 19103
Civil Cover Sheet
Docket(#3) NOTICE of Voluntary Dismissal by All Plaintiffs As To ALL DEFENDANTS(GRABAR, JOSHUA) (Entered: 05/10/2021)Read MoreRead Less
Docket(#2) CERTIFICATE OF SERVICE by ALICIA MCKENZIE re #1 Complaint (Attorney) (GRABAR, JOSHUA) (Entered: 04/29/2021)Read MoreRead Less
DocketSummons Issued as to ALEXION PHARMACEUTICALS, INC., ASTRAZENICA PLC, DAVID R. BRENNAN, CHRISTOPHER J COUGHLIN, DELTA OMEGA SUB HOLDINGS INC., DELTA OMEGA SUB HOLDINGS INC. 1, DELTA OMEGA SUB HOLDINGS LLC 2, DEBORAH DUNSIRE, PAUL A FRIEDMAN, LUDWIG HANTSON, JOHN T MOLLEN, FRANCOIS NADER, JUDITH A REINSDORF, ANDREAS RUMMELT. E-MAILED To: COUNSEL on 3/30/21 (bw, ) (Entered: 03/30/2021)Read MoreRead Less
DocketDEMAND for Trial by Jury by ALICIA MCKENZIE. (tjd) (Entered: 03/30/2021)Read MoreRead Less
Docket(#1) COMPLAINT against All Defendants ( Filing fee $ 402 receipt number 0313-15020473.), filed by ALICIA MCKENZIE. (Attachments: #1 Civil Cover Sheet, #2 Designation Form)(GRABAR, JOSHUA) (Entered: 03/30/2021)Read MoreRead Less
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