According to the Complaint, Ignyta is a biotechnology company focused on precision medicine in oncology.
On December 22, 2017, Ignyta and Roche issued a joint press release announcing that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to sell Ignyta to Roche. Under the terms of the Merger Agreement, Roche will acquire all outstanding shares of Ignyta for $27.00 in cash per Ignyta common share (the “Offer Price”). The Tender Offer commenced on January 10, 2018 and is scheduled to expire at 12:00 midnight, Eastern time, at the end of the day on February 7, 2018. The Proposed Transaction is valued at approximately $1.7 billion.
On January 10, 2018, Ignyta filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”) with the SEC. The Complaint alleges that the Recommendation Statement, which recommends that Ignyta stockholders tender their shares in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Ignyta management’s financial projections, relied upon by the Company’s financial advisors BofA Merrill Lynch, Pierce, Fenner & Smith Incorporated (“BofA Merrill Lynch”) and J.P. Morgan Securities LLC (“J.P. Morgan”) in their fairness opinions; (ii) the sale process that resulted in the Proposed Transaction; (iii) the data and inputs underlying the financial valuation analyses that support the fairness opinions provided by BofA Merrill Lynch and J.P. Morgan; and (iv) Ignyta insiders’ potential conflicts of interest. The failure to adequately disclose such material information constitutes a violation of Sections 14(d), 14(e) and 20(a) of the Exchange Act as Ignyta stockholders need such information in order to make a fully informed decision whether to tender their shares in support of the Proposed Transaction or seek appraisal.
On June 7, 2018, the Court issued an Order consolidating cases.