Lawsuit Overview
July 1, 2016 (Shareholders Foundation) - An investor who currently holds shares of Celator Pharmaceuticals Inc (NASDAQ:CPXX), filed a lawsuit in effort to halt the proposed takeover of Celator Pharmaceuticals. by Jazz Pharmaceuticals plc for $30.25 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:CPXX stockholders by agreeing to sell Celator Pharmaceuticals Inc too cheaply via an unfair process to Jazz Pharmaceuticals plc.
On May 31, 2016, Jazz Pharmaceuticals plc (Nasdaq: JAZZ) and Celator Pharmaceuticals Inc (NASDAQ:CPXX) announced that they have entered into an agreement for Jazz Pharmaceuticals to acquire Celator Pharmaceuticals Inc (NASDAQ:CPXX) for $30.25 per share in cash, or approximately $1.5 billion.
However, plaintiff claims that the proposed consideration NASDAQ:CPXX shareholders will receive is grossly inadequate and undervalues Celator Pharmaceuticals Inc. In addition, the plaintiff alleges that the process is also unfair to NASDAQ:CPXX stockholder. The plaintiff alleges that the defendants agreed to deal protection devices, such as a no-solicitation, matching rigghts, and a $45.8 million termination fee provision, that are designed to prevent other potential bidders from challenging Jazz’s acquisition.