Sepracor shareholders aren't happy. They're so unhappy that management agreed to sell itself to Japan's Dainippon Sumitomo Pharma at $23 per share that they've sued, calling the price unfair and inadequate.
The company's board should have shopped Sepracor around the market first, before agreeing to the Dainippon proposal, the lawsuits allege. Plus, the company agreed to deal protections that give Dainippon the advantage--and inhibit any attempt to entertain alternate offers. Among those provisions, Bloomberg reports: A $77.4 million termination fee and a "no solicitation" condition that gives Dainippon time to match any other offer.
The merger agreement also includes an option that gives Dainippon majority ownership even if the buyer doesn't persuade shareholders to tender a majority of the outstanding stock, the suits claim. The shareholders are asking a Delaware judge to stop the deal and award damages. Sepracor didn't comment for the Bloomberg piece, but surely it will respond to the suits soon enough.
- see the Bloomberg story