Investigation Overview
Within hours after BMP Sunstone Corporation announced to be acquired for $10 per share by Sanofi-aventis investigations on behalf of investors of BMP Sunstone Corp. (NASDAQ:BJGP) over possible breaches of fiduciary duties by BMP Sunstone Corp. and its directors in connection with the buy-out were announced.
The investigations by law firms concern whether EGI BMP Sunstone Corp. (NASDAQ:BJGP) and certain of its directors and officers breached their fiduciary duties owed to BMP Sunstone Corp. (NASDAQ:BJGP) investors in connection with the proposed takeover.
On Thursday, Oct. 28, 2010, BMP Sunstone Corporation (Nasdaq: BJGP) and Sanofi-aventis (EURONEXT: SAN and NYSE: SNY) announced that they have entered into an agreement under which sanofi-aventis is to acquire all outstanding shares of BMP Sunstone for cash consideration of USD 10 per share, or a total of approximately USD 520.6 million on a fully diluted basis. The acquisition is to be structured as a merger of BMP Sunstone and a wholly-owned subsidiary of sanofi-aventis.
BMP Sunstone Corporation said that the price per share represents a 30% premium above the closing price of BMP Sunstone's shares on October 27, 2010 and shares of BMP Sunstone Corp. , which traded over the past days at roughly $8 per share, increased in response to the announcement on Thursday, Oct. 28, 2010, to $9.83 per share.
But the investigations by the law firm concern whether offered price and the sale process are unfair to the shareholders of BMP Sunstone Corp. (NASDAQ:BJGP).
BMP Sunstone 12 month total revenue went from $24.26million in 2006 to $146.87million in 2009. For the first two quarters in 2010 BMP Sunstone Corp. reported $39.02million, respectively $40.86million.
In particular the investigations concern whether the BMP Sunstone Corp. Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of BMP Sunstone Corp. (NASDAQ:BJGP) and breached their fiduciary duties to BMP Sunstone (BJGP) shareholder by failing to adequately shop the Company before entering into the transaction with Sanofi-aventis.