According to the Complaint, on May 31, 2016, Celator Pharmaceuticals, Inc. (“Celator” or the “Company”) and Jazz Pharmaceuticals plc (“Jazz”) issued a joint press release announcing that they had entered into an Agreement and Plan of Merger dated May 27, 2016 (the “Merger Agreement”) to sell Celator to Jazz. Subject to the terms of the Merger Agreement, Merger Sub commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of Celator common stock for $30.25 in cash for each share of Celator they own (the “Offer Price”). Following consummation of the Offer, Merger Sub will merge with and into Celator with the Company surviving as a wholly-owned subsidiary of Jazz. The Proposed Transaction is valued at approximately $1.5 billion. On June 10, 2016, Celator filed a Recommendation Statement on Schedule 14D-9 Solicitation/ Recommendation Statement (the “Recommendation Statement”) with the U.S. Securities and Exchange Commission (“SEC”).
The Complaint alleges the Recommendation Statement, which recommends that Celator stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the background of the Proposed Transaction; (ii) the data and inputs underlying the financial valuation exercises that purportedly support the so-called “fairness opinion” provided by Celator’s financial advisor, MTS Securities, LLC (“MTS Securities”); and (iii) Celator’s financial projections, relied upon by MTS Securities.
This case was administratively terminated on July 8, 2016.