According to the Complaint, on December 12, 2017, Repros and Allergan issued a joint press release announcing that they had entered into a definitive agreement (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Acquisition Sub will commence a cash tender offer to acquire all of the issued outstanding shares of Repros common stock for $0.67 per share (the “Offer Price”).
The Complaint alleges that on December 29, 2017, in order to convince Repros stockholders to tender their shares, the Board authorized the filing of a materially incomplete and misleading Schedule 14D- 9 Solicitation/Recommendation Statement (the “14D-9”) with the Securities and Exchange Commission (“SEC”). In particular, the 14D-9 contains materially incomplete and misleading information concerning: (i) financial projections for the Company; and (ii) the valuation analyses performed by the Company’s financial advisor, Stifel, Nicolaus & Company, Incorporated (“Stifel”), in support of their fairness opinions.
This case was voluntarily dismissed as moot on April 16, 2018.