According to the Complaint, on April 4,2017, Innocoll and Gurnet Point issued a joint press release announcing that they had entered into a Transaction Agreement (the "Merger Agreement") to sell Innocoll to Gurnet Point. Under the terms of the Merger Agreement, Gurnet Point will acquire all outstanding shares of Innocoll for (a) $1.75 in cash (the "Cash Consideration"), and (b) a contingent value right ("CVR"), that represents the contractual right to receive payments up to a maximum aggregate amount of $4.90 in cash upon, and subject to, the occurrence of certain CVR payment events, for a total potential value of up to $6.65 per Innocoll share. The Proposed Transaction has been valued up to approximately $209 million.
The Complaint alleges on April 21, 2017, Innocoll filed a Preliminary Proxy Statement on Schedule 14A (the "Proxy") with the SEC in connection with the Proposed Transaction. The Proxy, which recommends that Innocoll stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Innocoll management's projections, (ii) Innocoll insiders' potential conflicts of interest; (iii) the valuation analyses prepared by Piper Jaffray & Co. ("Piper") in connection with the rendering of its fairness opinion; (iv) Piper's potential conflicts of interest; and (v) the sale process leading up to the Proposed Transaction.