According to the Complaint, it is alleged that this action arises out of the attempt to sell Derma Sciences, Inc. (“Derma Sciences” or the “Company”) to Integra Lifesciences Holdings Corporation and Integra Derma, Inc. (the “Merger Sub”) (collectively “Integra”), by means of an unfair process and for an unfair price (the “Proposed Acquisition” and/or “Merger”).
Under the terms of a definitive merger agreement announced on January 10, 2017 (the “Merger Agreement”), at the effective time, each share of the Company’s common stock, issued and outstanding immediately prior to the effective time will be converted into the right to receive $7.00 per share in cash. In addition, at the effective time each share of Derma Sciences’ Series A Convertible Preferred Stock and Derma Sciences’ Series B Preferred Stock will be converted into the right to receive $32.00 per share in cash and $48.00 per share in cash, respectively. The Proposed Acquisition, which is structured as a tender offer, has a total approximate value of $204 million and is expected to complete the transaction in the first quarter of 2017.
The Complaint alleges this consideration is unreasonably low and significantly undervalues the Company.
Pursuant to a Stipulation by the Plaintiff, this case was dismissed on May 24, 2017.