According to the SEC, Orphan Medical, Inc. ("Orphan" or the Company) is a specialty pharmaceutical company focused on sleep disorders, pain and other central nervous system disorders.

Plaintiff brings this action on behalf of itself and a class of non-management stockholders who held stock in Orphan Medical, Inc. at the time it was acquired by Jazz Pharmaceuticals, Inc., and who received from Jazz $10.75 in cash for each Orphan share owned. The Complaint charges Orphan and certain of its officers and directors with violations of Sections 14(a) of the Securities Exchange Act of 1934. Specifically, the Complaint alleges that Orphan violated the Federal securities laws by disseminating a proxy statement in connection with the solicitation by the board of directors of proxies to be voted at a special meeting of stockholders held on June 22, 2005 in which Defendants made false and misleading statements in connection with the value of the Company. The Complaint further alleges that the Proxy Statement describes at great length the opinion of Orphan's financial advisor, Banc of America Securities LLC,(the "Financial Advisor"), that the $10.75 merger consideration was fair "from a financial point of view" to common stockholders. The Proxy Statement, however, omitted to disclose that the Financial Advisor, in giving such opinion, materially undervalued Orphan by failing to take into account positive developments involving Xyrem, Orphan Medical's "lead product."

On June 16, 2006, the Court granted the motion to appoint lead Plaintiff and lead Counsel. On August 29, 2006, the Defendants filed a motion to dismiss, which was granted February 16, 2007. Plaintiffs filed a consolidated Complaint on March 14, 2007 and Defendants again moved for dismissal on March 16. The judge entered a judgment in favor of the Defendants on September 13, 2007. Plaintiffs immediately responded by filing an appeal on September 28, 2007.

On August 13, 2008, District Court entered the Opinion from the Eighth Circuit Court of Appeals which affirmed the judgment of the District Court. On September 4, 2008, the District Court entered the Mandate of the Eighth Circuit.