August 29, 2014 (Shareholders Foundation) - An investor, who currently holds shares of InterMune Inc (NASDAQ:ITMN) filed a lawsuit in effort to halt the proposed takeover of InterMune Inc by Roche for $74.00 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:ITMN stockholders by agreeing to sell InterMune Inc too cheaply via an unfair process to Roche.

On August 24, 2014, Roche (SIX: RO, ROG; OTCQX: RHHBY) and InterMune, Inc. (NASDAQ: ITMN) announced they have entered into a merger agreement for Roche to fully acquire InterMune at a price of $74.00 per share in an all-cash transaction.

However, the plaintiff claims the offered price is unfair and grossly inadequate because it does not reflect the intrinsic value of InterMune’s common stock. The plaintiff says that if te proposed transaction closes, ITMN shareholders will be denied the growth opportunity InterMune has been touting. In addition, the plaintiff alleges that the defendants have also exacerbated their breaches of fiduciary duty by agreeing to lock up the proposed transaction with preclusive deal protection devices such as a no solicitation, a matching rights, and a $266 million termination fee provision, that preclude other bidders from making successful competing offers for InterMune Inc.

InterMune Inc reported that its annual Total Revenue rose from $5.41 million in 2011 to $70.34 million in 2013.

Shares of InterMune Inc (NASDAQ:ITMN) grew from $7.37 per share in August 2013 to as high as $54.94 per share on August 20, 2014.

On August 29, 2014, NASDAQ:ITMN shares closed at $ 73.45 per share.