According to the Complaint, Sunesis Pharmaceuticals, Inc. is a biopharmaceutical company that develops and commercializes novel therapeutics in the areas of thrombosis and other hematologic disorders and inflammation in the United States.
On November 30, 2020, Sunesis and Viracta Therapeutics, Inc. issued a press release announcing that they had entered into a definitive merger agreement (the “Merger Agreement”) pursuant to which Viracta will combine with Sunesis in an all-stock transaction (the “Merger”). Under the terms of the Merger Agreement, on the closing of the Merger, Sunesis stockholders will own only approximately 14% of the combined company on a fully diluted basis using the treasury stock method.
On December 22, 2020, Sunesis filed a Registration Statement on Form S-4 (the “Registration Statement”) with the SEC in support of the Proposed Transaction.
The Complaint alleges that the Proposed Transaction is unfair and undervalued for a number of reasons. The Complaint further alleges that the Registration Statement is materially deficient, deprives Sunesis stockholders of the information they need to make an intelligent, informed and rational decision of whether to vote their shares in favor of the Proposed Transaction, and is thus in breach of the Defendants' fiduciary duties. Specifically, the Complaint alleges the Registration Statement omits and/or misrepresents material information concerning, among other things: (a) the sales process and in particular certain conflicts of interest for management; (b) the financial projections for Sunesis, provided by Sunesis to the Company’s financial advisors for use in its financial analyses; (c) the data and inputs underlying the financial valuation analyses that purport to support the fairness opinions provided by the Company’s financial advisor.
This case was voluntarily dismissed on February 17, 2021.