According to the Complaint, Bioverativ is a global biotechnology company focused on the discovery, research, development and commercialization of innovative therapies for the treatment of hemophilia and other blood disorders. The Company was formed on August 4, 2016 to hold the hemophilia business of Biogen, Inc. (“Biogen”). Bioverativ separated from Biogen on February 1, 2017 as a result of a special dividend distribution in which Biogen stockholders received one share of Bioverativ common stock for every two shares of Biogen common stock held. As a result of the distribution, Bioverativ became an independent public company.
On January 22, 2018, Bioverativ and Sanofi issued a joint press release announcing that they had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to sell Bioverativ to Sanofi. Under the terms of the Merger Agreement, Sanofi will acquire all outstanding shares of Bioverativ for $105.00 in cash per share of Bioverativ’s common stock (the “Offer Price”). Pursuant to the Merger Agreement, Sanofi, through Merger Sub, commenced the Tender Offer on February 7, 2018. The Tender Offer is scheduled to expire one minute after 11:59 p.m. New York City time on March 7, 2018. The Proposed Transaction is valued at approximately $11.6 billion.
On February 8, 2018, Bioverativ 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 Bioverativ stockholders tender their shares in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Bioverativ management’s projections, utilized by the Company’s financial advisors, J.P. Morgan Securities LLC (“J.P. Morgan”) and Guggenheim Securities, LLC (“Guggenheim”), in their financial analyses (the “Management Projections”); (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 J.P. Morgan and Guggenheim; and (iv) potential conflicts of interest of Company insiders.
On March 5, 2018, Plaintiff dismissed the case as moot.