Investigation Overview
January 15, 2016 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Baxalta Inc (NYSE:BXLT), was announced concerning whether the takeover of Baxalta Inc by Shire plc is unfair to NYSE:BXLT stockholders.
The investigation by a law firm concerns whether certain officers and directors of Baxalta Inc breached their fiduciary duties owed to NYSE:BXLT investors in connection with the proposed acquisition.
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, given that at least one analyst has set the high target price for NYSE:BXLT shares at $47.00 per share, the investigation concerns whether the offer is unfair to NYSE:BXLT stockholders. More specifically, the investigation concerns whether the Baxalta 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.
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.
Shares of Baxalta Inc (NYSE:BXLT) closed on January 15, 2016, at $40.26 per share.