According to the Complaint, Pfenex Inc. is a development and licensing biotechnology company with commercial products focused on leveraging its proprietary protein production platform, Pfenex Expression Technology®, to develop next-generation and novel protein therapeutics to improve existing therapies and create novel therapies for biological targets linked to critical, unmet diseases.
This action stems from a proposed transaction announced on August 10, 2020, pursuant to which Pfenex Inc. will be acquired by Ligand Pharmaceuticals Incorporated (“Parent”) and Pelican Acquisition Sub, Inc. (“Merger Sub,” and together with Parent, “Ligand”).
On August 10, 2020, Pfenex’s Board of Directors caused the Company to enter into an agreement and plan of merger with Ligand. Pursuant to the terms of the Merger Agreement, Merger Sub commenced a tender offer to purchase all of Pfenex’s outstanding common stock for $12.00 in cash and one contingent value right (“CVR”) equal to $2.00 per share. The Tender Offer is set to expire on September 29, 2020.
On August 31, 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.
This case was voluntarily dismissed on December 14, 2020.