On or around 02/05/2019 (Ongoing date of last review)
Filing Date: February 04, 2019
According to the Complaint, Celgene is an integrated global biopharmaceutical company engaged primarily in the discovery, development and commercialization of innovative therapies for the treatment of cancer and inflammatory diseases.
On January 2, 2019, Celgene, Bristol-Myers Squibb Company (“BMS” or “Parent”), Burgundy Merger Sub, Inc., a direct wholly-owned Subsidiary of Parent (“BM Merger Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement: BM Merger Sub will merge with and into Celgene, with Celgene surviving the merger and becoming a wholly-owned Subsidiary of Parent (the “Proposed Transaction”). On January 3, 2019, Celgene and Bristol-Myers Squibb issued a joint press release announcing the Proposed Transaction.
The Complaint alleges that on February 1, 2019, in order to convince Celgene’s public common stockholders to vote in favor of the Proposed Transaction, Parent jointly filed a materially incomplete and misleading Form S-4 Registration Statement (the “Proxy”) with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act.
Company & Securities Information
Defendant: Celgene Corporation
Industry: Biotechnology & Drugs
Headquarters: United States
Ticker Symbol: CELG
Company Market: NASDAQ
Market Status: Public (Listed)
About the Company & Securities Data
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First Identified Complaint
Sam B. Gerold, et al. v. Celgene Corporation, et al.
COURT: D. Delaware
DOCKET #: 19-CV-00233
JUDGE: Hon. Richard G. Andrews
DATE FILED: 02/04/2019
CLASS PERIOD START: 01/03/2019
CLASS PERIOD END: 02/04/2019
PLAINTIFF FIRMS NAMED IN COMPLAINT:
Gainey McKenna & Egleston 440 Park Avenue South, 5th Floor, Gainey McKenna & Egleston, NY 10016 212.983.1300 212.983.0380 ·
Moore Kuehn, PLLC 30 Wall Street, 8th Floor, Moore Kuehn, PLLC, NY 10005 212.709.8245 ·
O'Kelly Ernst & Joyce, LLC 901 N. Market Street, Suite 1000, O'Kelly Ernst & Joyce, LLC, DE ·
First Identified Complaint (FIC) Filings:
U.S. District Court Civil Docket
—Reference Complaint Complaint Related Data is not available
Related District Court Filings
—Related District Court Filings Data is not available