Ocera is a clinical-stage biopharmaceutical company targeting acute and chronic orphan liver diseases.
According to the Complaint, this action stems from a proposed transaction announced on November 2, 2017
(the “Proposed Transaction”), pursuant to which Ocera Therapeutics, Inc. (“Ocera” or the “Company”) will be acquired by affiliates of Mallinckrodt plc.
On November 1, 2017, Ocera’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with MAK LLC (“Parent”), MEH Acquisition Co. (“Merger Sub”), and Mallinckrodt plc (together with Parent and Merger Sub, “Mallinckrodt”). Pursuant to the terms of the Merger Agreement, Merger Sub launched a tender offer (the “Tender Offer”) to acquire all of the Company’s outstanding common stock for: (i) $1.52 per share in cash, and (ii) one contingent value right (“CVR”) per share, which represents the contractual right to receive one or more payments in cash currently estimated to be up to $2.58 in the aggregate, contingent upon the achievement of certain milestones. The Tender Offer is scheduled to expire on December 8, 2017.
On November 9, 2017, defendants filed a Solicitation/Recommendation Statement (the “Solicitation Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction.
The Complaint alleges that the Solicitation Statement omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading. Accordingly, plaintiff alleges herein that defendants violated Sections 14(e), 14(d), and 20(a) of the Securities Exchange Act of 1934 (the “1934 Act”) in connection with the Solicitation Statement.
On February 8, 2018, Plaintiff voluntarily dismissed this case. A related case filed under Docket 17-CV-06687 in the Northern District of California continues.
On March 27, 2018, the Court issued an Order consolidating cases and appointing Co-Lead Plaintiffs and Counsel. The consolidated cases shall be identified as "In re Ocera Therapeutics, Inc. Securities Litigation." Lead Plaintiffs filed a consolidated Complaint on April 26, 2018. Defendants filed a Motion to Dismiss the consolidated Complaint on June 11. On October 16, the Court issued an Order granting Defendants' Motion to Dismiss. Lead Plaintiffs were given leave to amend the Complaint. Plaintiffs elected not to amend and the Court entered judgment in favor of the Defendants on November 8. On December 10, one of the Co-Lead Plaintiffs filed a Notice appealing the judgment in favor of Defendants and the related Order granting Defendants' Motion to Dismiss.