According to the law firm press release, the complaint arises out of a May 8, 2014 press release announcing that Chelsea had entered into a definitive merger agreement with H. Lundbeck A/S, pursuant to which Chelsea shareholders would receive through a tender offer, $6.44 in cash for each share of Chelsea owned, as well as contingent value rights that may pay up to a total of an additional $1.50 per share upon achievement of certain commercial milestones over the next several years (the "Proposed Transaction").
The named plaintiff alleges that certain of the defendants, in connection with the Proposed Transaction, breached or aided and abetted the other defendants' breaches of their duties and obligations owed to Chelsea shareholders. The complaint further alleges that, in an attempt to secure shareholder approval of the Proposed Transaction, the defendants filed a materially false and misleading preliminary proxy statement on Form 14D-9 with the U.S. Securities and Exchange Commission in violation of the Exchange Act and their duties of candor and full disclosure. The omitted and/or misrepresented information is believed to be material to Chelsea shareholders' ability to make an informed decision whether to approve the Proposed Transaction.
On December 3, 2014, the Court appointed lead plaintiff and approved lead counsel.
Lead Plaintiff voluntarily dismissed this action on February 13, 2015.