ARMO BioSciences, Inc. ("ARMO" or the "Company") is a bio-technology company that develops immunotherapies for treating cancer, as well as cardiovascular, fibrosis, and inflammation diseases in the United States.
According to the Complaint, on May 10, 2018, the Company announced that it had entered into an agreement and plan of merger (the “Merger Agreement”) with Eli Lilly and Company ("Lilly"), by which Lilly will acquire all of the outstanding shares of ARMO common stock through an all-cash tender offer at a purchase price of $50 per share (the “Tender Offer”). The Tender Offer commenced on May 23, 2018, and the Company concurrently filed a Recommendation Statement on Schedule 14D-9 (the “14D-9”) with the SEC, recommending that the Company’s stockholders tender their shares for the Tender Offer price. The Tender Offer is set to expire on June 21, 2018.
Plaintiff alleges that the 14D-9 is materially false and/or misleading because it fails to disclose certain material internal financial information about the Company, relied on by the Individual Defendants to recommend the Tender Offer and by the Company’s financial advisor, Centerview Partners LLC (“Centerview”) to render an opinion that the Tender Offer is fair to ARMO stockholders, and certain material information regarding the sale process leading up to the Tender Offer, which omissions render the 14D-9 incomplete and/or misleading.
This case was voluntarily dismissed on June 14, 2018.