According to the Complaint, Nightstar Therapeutics PLC ("Nightstar" or the "Company") is a leading clinical-stage gene therapy company focused on developing and commercializing novel one-time treatments for patients suffering from rare inherited retinal diseases that would otherwise progress to blindness. Nightstar’s lead product candidate, NSR-REP1, is currently in Phase 3 development for the treatment of patients with choroideremia, a rare, degenerative, genetic retinal disorder that has no treatments currently available and affects approximately one in every 50,000 people.
This action stems from a proposed transaction announced on March 4, 2019, pursuant to which Nightstar will be acquired by affiliates of Biogen Inc. (“Biogen”). On March 4, 2019, Nightstar’s Board of Directors caused the Company to enter into an implementation agreement with Biogen Switzerland Holdings GmbH and Tungsten Bidco
Limited. Pursuant to the terms of the Implementation Agreement, Nightstar’s stockholders will receive $22.50 in cash for each share of Nightstar common stock they hold.
On April 9, 2019, Defendants filed a proxy statement (the “Proxy Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the Proposed Transaction, which scheduled a stockholder vote on the Proposed Transaction for May 8, 2019. The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading.
This case was voluntarily dismissed on May 1, 2019.