According to the Complaint, Stemline Therapeutics, Inc. is a commercial-stage biopharmaceutical company focused on the development and commercialization of novel oncology therapeutics.
This action stems from a proposed transaction announced on May 4, 2020, pursuant to which Stemline Therapeutics, Inc. will be acquired by affiliates of A. Menarini –Industrie Farmaceutiche Riunite S.r.l.
On May 3, 2020, Stemline’s Board of Directors caused the Company to enter into an agreement and plan of merger with Berlin-Chemie AG (“Parent”) and Mercury Merger Sub, Inc. (“Merger Sub,” and together with Parent, “Berlin-Chemie”). Pursuant to the terms of the Merger Agreement, Merger Sub commenced a tender offer (the “Tender Offer”) to purchase all of Stemline’s outstanding common stock for $11.50 in cash and one contingent value right (“CVR”), which represents the right to receive $1.00 per CVR, per share. The Tender Offer is set to expire on June 9, 2020.
On May 12, 2020, Defendants filed a Solicitation/Recommendation Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Solicitation Statement omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading.