According to the Complaint, OvaScience is a pharmaceutical company focused on the discovery and development of new treatment options for women and families struggling with infertility.
On August 9, 2018, OvaScience and Millendo Therapeutics, Inc. (“Millendo”) issued a press release announcing they had entered into an Agreement and Plan of Merger dated August 8, 2018 (as amended on September 25, 2018 and November 1, 2018, the “Merger Agreement”), pursuant to which OvaScience will merge with Millendo in an all-stock transaction.
On November 6, 2018, OvaScience filed a Definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) with the SEC in connection with the Proposed Transaction. The Complaint alleges that the Proxy Statement, which recommends that OvaScience stockholders vote in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) the financial projections for Millendo, relied upon by OvaScience’s financial advisor in its financial analyses; and (ii) the background process leading to the Proposed Transaction and Company insiders’ potential conflicts of interest.
This case was voluntarily dismissed on July 30, 2019.