According to the Complaint, Sucampo is a biopharmaceutical company focused on the development and commercialization of pharmaceutical products. The Company’s primary focus areas are gastroenterology,
ophthalmology, and oncology-related disorders.
On December 26, 2017, Sucampo and Mallinckrodt 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 Sucampo common stock for $18.00 per share (the “Offer Price”). The Tender Offer is valued at approximately $1.2 billion.
The Complaint alleges that on January 16, 2018, in order to convince Sucampo 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”). The Complaint alleges that 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, Jefferies LLC (“Jefferies”), in support of their fairness opinions.