According to the Complaint, Momenta Pharmaceuticals, Inc.is a biotechnology company with a validated innovative scientific platform focused on discovering and developing novel therapeutics to treat rare, immunemediated diseases.
Plaintiff brings this action on behalf of the public shareholders of Momenta against the Company and members of the Company’s Board of Directors for violations of Sections 14(d)(4), 14(e) and 20(a) of the Securities Exchange Act of 1934, in connection with the proposed acquisition of the Company by affiliates of Johnson & Johnson.
On August 19, 2020, the Company announced that it had entered into an Agreement and Plan of Merger with J&J. Pursuant to the terms of the Merger Agreement, Vigor Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of J&J, will merge with Momenta, with Momenta continuing as the surviving corporation and a wholly-owned subsidiary of J&J. To that end, Merger Sub commenced a tender offer to acquire all of Momenta’s outstanding common stock. Each share of Momenta common share will be converted into the right to receive $52.50. The Tender Offer is set to expire on September 30, 2020.
On September 2, 2020, the Company filed an allegedly incomplete and materially misleading Recommendation Statement with the SEC in connection with the Proposed Transaction. The Complaint alleges that the Recommendation Statement omits material information concerning the Proposed Transaction.
This case was voluntarily dismissed on October 19, 2020.