The complaint alleges misconduct from the Board of Directors, under the terms of the agreement, Trimeris shareholders will receive $3.60 in cash for each share of Trimeris they own for a total transaction value of approximately of $81 million.
The complaint charges Trimeris with breaches of fiduciary duty and other violations of state law related to the Trimeris board's approval of the proposed merger. The transaction appears to be unfair, because of the price being paid, various deal protections and the Company granted Arigene a top-up option that may allow Arigene to purchase additional shares.
According to the Company’s FORM 10-Q for the quarterly period ended September 30, 2009, on November 10, 2009, counsel for the plaintiff and the Company executed a Memorandum of Understanding (“MOU”), pursuant to which, inter alia, the Company would make additional public disclosures through the filing of an amended Solicitation/Recommendation Statement, and all claims in the action would be dismissed in accordance with the terms of the MOU. The settlement of the action is subject to negotiation of definitive settlement documentation and approval by the United States District Court for the Middle District of North Carolina and is conditioned upon consummation of the Merger.
On February 3, 2010, the plaintiff voluntarily dismissed the complaint.