Pharmaceutical Companies Sued Over Impending Merger Solicitation Statement

A suit was filed on Thursday in the Southern District of New York by plaintiff Jeffrey D. Justice II against defendants Adamas Pharmaceuticals, Inc. and its board of directors, Supernus Pharmaceuticals, Inc., and Supernus Reef, Inc. The complaint was filed for the defendants’ alleged violations of the Securities Exchange Act of 1934.

On October 11, Adamas Pharmaceuticals announced their intent to be acquired by Supernus Pharmaceuticals and Supernus Reef. The board of directors for Adamas entered the company into an agreement and plan of merger. The merger agreement arranged for Supernus to “purchase all of Adamas’ outstanding common stock for $8.10 in cash and two non-tradeable contingent value rights per share,” the complaint said.

The defendants filed a solicitation statement with the Securities and Exchange Commission (SEC) on October 26. Justice asserts that this statement omits “material information with respect to the Proposed Transaction,” which makes the statement as a whole false and misleading. This misconduct within the solicitation statement has led the plaintiff to allege violations of three sections of the Securities Exchange Act of 1934.

Adamas is a company “focused on growing a portfolio of therapies to address a range of neurological diseases.” The solicitation statement that accompanies the merger agreement is said by the plaintiff to be misleading since it omits material information regarding the company’s financial projections and regarding the analyses performed by its financial advisor. Justice added that if the omitted information was offered, it would “significantly alter the total mix of information available to the Company’s stockholders.”

The complaint includes three counts of violations of the Securities and Exchange Act of 1934. The plaintiff is seeking an injunction preventing the proposed transaction unless the omitted information is given, rescissory damages in the event that the proposed transaction is consummated, an order requiring the defendants to file an accurate solicitation statement, and favorable judgement on all counts.

The plaintiff is represented by Rigrodsky Law.