Michael Kent, a shareholder, has filed a complaint against Turning Point Therapeutics, Inc and its board of directors seeking both an injunction and more information regarding the state of their business prior to their potential acquisition Bristol-Myers Squibb Company. He feels that their Schedule 14D-9 Solicitation/Recommendation Statement is materially incomplete and misleading.
Turning Point is a clinical-stage precision oncology company with a number of projects in development, most notably a claimed potential first-line cancer inhibition medication. On June 3, the company announced that it had entered into a proposed merger with Bristol-Myers Squibb in which they will be acquired. They encouraged current shareholders to sell their shares to Bristol-Myers Squibb at a rate of $76.00 per share.
However, Mr. Kent believes this announcement did not provide enough information. He alleges that their Schedule 14D-9 Solicitation/Recommendation Statement did not sufficiently describe the current state of their business, specifically detailed statements of their current cash flow and growth predictions.
He further alleges that Turning Point did not report any non-disclosure agreements they might have signed with potential buyers. Under Delaware law, companies in the process of acquisition auctions may enter into “don’t-ask, don’t-waive” standstill agreements. These provisions can prevent potential buyers from knowing about and outbidding other offers. In sum, the complaint implies that there might have been other companies besides Bristol-Myers Squibb who could have made a better offer.
And finally, Mr. Kent alleges that Turning Point failed to disclose material information concerning any conflicts of interest or details of any employment and retention-related discussions and negotiations involved in this proposed acquisition. He seems to suggest that there might have been self-dealing involved in this agreement that has not been disclosed to shareholders.
The suit seeks an injunction to stop this acquisition and a jury trial to attain the requested details as well as compensation for bringing the suit including reasonable attorney’s fees and any damages the court deems appropriate.
The suit was filed in the District Court of Delaware, where Turning Points is incorporated and where the plaintiff resides, and Michael Kent is represented by Brian D. Long.
