According to the Complaint, on February 21, 2019, defendants issued a joint press release announcing they had entered into an Agreement and Plan of Merger dated February 20, 2019. Pursuant to the terms of the Merger Agreement, on March 5, 2019, Purchaser commenced the Tender Offer to purchase all outstanding shares of Immune Design for $5.85 per share of Immune Design common stock. The Tender Offer is scheduled to expire at one minute following 11:59 p.m., Eastern Time, on April 1, 2019. The Proposed Transaction is valued at approximately $300 million.
On March 5, 2019, defendants filed a Solicitation/Recommendation Statement on Schedule 14D-9 (the “Recommendation Statement”) with the U.S. Securities and Exchange Commission. The Complaint alleges the Recommendation Statement, which recommends that Immune Design stockholders tender their shares in favor of the Proposed Transaction, omits or misrepresents material information concerning, among other things: (i) Immune Design management’s financial projections utilized by the Company’s financial advisor Lazard Frères & Co. LLC (“Lazard”) in its financial analyses; (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinion provided by Lazard; and (iii) potential conflicts of interest faced by Company insiders.
This case was voluntarily dismissed on May 22, 2019.