According to the Complaint, Juniper Pharmaceuticals, Inc. ("Juniper" or the "Company") is a diversified healthcare company with two core businesses: its Crinone franchise and its fee-for-service pharmaceutical development and manufacturing business, Juniper Pharma Services (“JPS”).
On July 3, 2018, Juniper issued a press release announcing that it had entered into an Agreement and Plan of Merger (the “Merger Agreement”) to sell Juniper to Catalent Pharma Solutions, Inc. Under the terms of the Merger Agreement, on July 17, 2018, Merger Sub commenced the Tender Offer to purchase all outstanding shares of Juniper for $11.50 in cash per share of Juniper’s common stock (the “Offer Price”). The Tender Offer is scheduled to expire 12:00 midnight, New York City time, at the end of August 13, 2018. The Proposed Transaction is valued at approximately $139.6 million.
On July 17, 2018, Juniper 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 Juniper stockholders tender their shares in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Juniper management’s financial projections, utilized by the Company’s financial advisor in its financial analyses (the “Management Projections”); (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by the Company's financial advisor; and (iii) the sale process that resulted in the Proposed Transaction. 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 Juniper 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.