January 25, 2016 (Shareholders Foundation) - An investor who currently holds shares of Baxalta Inc (NYSE:BXLT), filed a lawsuit in effort to halt the proposed takeover of Baxalta Inc by Shire plc.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:BXLT stockholders by agreeing to sell Baxalta Inc too cheaply via an unfair process to Shire plc.

On January 11, 2016, Shire plc and Baxalta Inc (NYSE:BXLT) announced that the boards of directors of both companies have reached an agreement under which Shire will combine with Baxalta. Under the agreement, Baxalta Inc (NYSE:BXLT) shareholders will receive $18.00 in cash and 0.1482 Shire ADS per Baxalta share. Based on Shire's closing ADS price on January 8, 2016, this implies a total current value of $45.57 per NYSE:BXLT share, representing an aggregate consideration of approximately $32 billion.

However, the plaintiff claims that the proposed consideration NYSE:BXLT shareholders will receive is grossly inadequate and undervalues Baxalta Inc. Indeed, at least one analyst has set the high target price for NYSE:BXLT shares at $47.00 per share. Furthermore, Baxalta Inc reported that its annual Total Revenue rose from $5.31 billion in 2012 to over $5.95 billion in 2014 and that its Net Income increased from over $1.24 billion in 2012 to over $1.73 billion in 2014. In addition, the plaintiff alleges that the process is also unfair to NYSE:BXLT stockholders. The plaintiff claims that the defendants agreed to preclusive deal protection devices, such as a no-solicitation and a $369 million termination fee provision, that locked up the proposed transaction and deter other bidders from making a competing offers for the company.

Shares of Baxalta Inc (NYSE:BXLT) closed on January 25, 2016, at $41.62 per share.