Investigation Overview
An investigation on behalf of investors, who currently hold shares of Aratana Therapeutics, Inc. (NASDAQ: PETX), was announced concerning whether the takeover of Aratana Therapeutics, Inc.. is unfair to NASDAQ: PETX stockholders.
The investigation by a law firm concerns whether certain officers and directors of Aratana Therapeutics, Inc. breached their fiduciary duties owed to NASDAQ: PETX investors in connection with the proposed acquisition.
On April 26, 2019, Aratana Therapeutics (NASDAQ: PETX) announced it has signed an agreement to be acquired by Elanco Animal Health (NYSE: ELAN). Subject to the terms of the agreement, upon the closing of the transaction, Aratana stockholders will receive 0.1481 share of Elanco common stock and one contingent value right (CVR) for each share of Aratana common stock. Based on the exchange ratio and the closing prices on April 24, 2019, Aratana's stockholders would receive Elanco shares equivalent to an implied value of $4.75 per Aratana share. The CVR of $0.25 in cash per Aratana share shall be granted to Aratana stockholders as of the closing date and paid if capromorelin achieves certain sales levels on or before the end of 2021.
However, given that shares of Aratana Therapeutics, Inc. (NASDAQ: PETX) traded in the open market in November over $7.00 per share, the investigation concerns whether the offer is unfair to NASDAQ: PETX stockholders. More specifically, the investigation concerns whether the Aratana Therapeutics Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Aratana Therapeutics, Inc. reported that its annual Total Revenue rose from $25.57 million in 2017 to $35.41 million in 2018 and that its Net Loss declined from $47.51 million in 2017 to $14.72 million in 2018.
Shares of Aratana Therapeutics, Inc. (NASDAQ: PETX) closed on May 3, 2019 at $4.75 per share.