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Case Status:    DISMISSED    
On or around 09/15/2010 (Notice of voluntarily dismissal)

Filing Date: August 26, 2010

According to the complaint filed on August 26, 2010, on August 9, 2010, the Defendant announced that it had entered into a merger agreement under which its long-time partner in the development and commercialization of Opana® ER, Endo, has agreed to acquire all of the common stock of the Defendant for $5.00 per share in cash. The total equity value of the transaction is approximately $168 million. However, the offering documents materially misrepresent the consideration to be received by defendant. The offering materials assert that all Defendant officers and directors that own Penwest securities will receive the same $5.00 consideration as every other shareholder.

The offering documents fail to disclose that Defendant officers and directors can receive more than the $5.00 per share for those 925,000 warrants by opting to have the warrants valued under the Black Scholes Option Pricing Model. That method will yield a value for the warrants equivalent to approximately $6.00 or more per underlying share, representing a substantial premium over the $5.00 per share consideration available to other Penwest shareholders.

On September 15, 2010, a Notice Of Voluntary Dismissal Pursuant to F.R.C.P. 23(e) and 41(a)(1)(A)(i) of the Federal Rules of Civil Procedure, the plaintiff American Capital Management, LLC and its counsel gave notice that the action was voluntarily dismissed, without prejudice against the defendants.

COMPANY INFORMATION:

Sector: Healthcare
Industry: Biotechnology & Drugs
Headquarters: United States

SECURITIES INFORMATION:

Ticker Symbol: PPCO
Company Market: NASDAQ
Market Status: Public (Listed)

About the Company & Securities Data


"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: S.D. New York
DOCKET #: 10-CV-06406
JUDGE: Hon. Sidney H. Stein
DATE FILED: 08/26/2010
CLASS PERIOD START: 08/09/2010
CLASS PERIOD END: 08/26/2010
PLAINTIFF FIRMS NAMED IN COMPLAINT:
  1. Abbey Spanier Rodd & Abrams, LLP (New York)
    212 East 39th Street, Abbey Spanier Rodd & Abrams, LLP (New York), NY 10016
    212-889-3700 212-684-519 · info@abbeyspanier.com
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