On Wednesday, stockholder Michael Kent filed a complaint to the District of Delaware against ChemoCentryx, Inc. and its board of directors alleging violations of the Securities Exchange Act and the U.S. Securities and Exchange Commission (SEC) rules.
According to the complaint, ChemoCentryx is a Delaware biopharmaceutical company focused on the development and commercialization of new medications for inflammatory disorders, autoimmune diseases and cancer. Additionally, the complaint states that ChemoCentryx’s shares trade on the Nasdaq Global Select Market under the ticker symbol CCXI.
The plaintiff states that on August 3, ChemoCentryx entered into an agreement and plan of merger with Amgen and Carnation Merger Sub, Inc. which stated that company stockholders would receive $52 for each share of ChemoCentryx stock they owned. Further, on September 14, 2022, ChemoCentryx’s board of directors authorized and filed a definitive proxy statement with the SEC recommending that the company’s stockholders vote in favor of the merger.
Through the complaint, Kent alleges that the proxy statement filed by the board of directors was materially incomplete and misleading in violation of Securities Exchange Act.
Specifically, the complaint purports that the proxy statement fails to disclose or provide misleading information as to the financial analyses underlying the fairness opinion, the process leading to the proposed transaction and any potential conflicts of interest by the board or company insiders. The plaintiff argues that this information is imperative for the stockholders to be able to make an informed decision during the company’s special meeting to vote on the transaction on October 18, 2022.
Accordingly, the plaintiff filed the present complaint seeking to enjoin ChemoCentryx and the board from completing the transaction unless and until the material information is disclosed for the defendants alleged violation of Section 14(a) and 20(a) of the Exchange Act and Rule 14a-9. In addition to the injunctive relief, the plaintiff seeks declaratory relief, damages in the event the transaction is consummated, attorney’s fees and costs.
The plaintiff is represented by Long Law, LLC.
