July 31, 2009 - An investor in shares of Medarex Inc (NASDAQ: MEDX) filed a lawsuit in the U.S. District Court for the District of New Jersey on behalf of current Medarex Inc investors.
According to the complaint the plaintiff alleges that defendants violated Section 14(e) of the 1934 Act, inter alia, by issuing a false and misleading Offer to Purchase and Schedule 14D-9 which fail to apprise Medarex Inc shareholders of the true bases of Medarex Inc's financial valuation. The complaint also alleges that defendants breached their fiduciary duties, or aided and abetted the breach of fiduciary duties, by recommending an unfairly low tender offer to Medarex Inc shareholders. The complaint names as defendants the directors of Medarex Inc, Bristol-Myers, and Puma Acquisition Company, Bristol-Myers' wholly-owned subsidiary.

According to the complaint the plaintiff alleges that the proposed acquisition is a “unfair process and at a inadequate and unfair price” and therefore the defendants breached their fiduciary duty of loyalty, independence and fair dealing owed to the investors of NASDAQ: MEDX and rather acted “to put their person interests ahead” and “have take steps to avoid a competitive bidding process” by including in the merger agreements provisions a “no shop –provision” with a termination fee of $70.80million. The plaintiff accuses that the current investors of NASDAQ: MEDX will suffer irreparable injury “as a result of an unfair process”, that “they will not receive fair portion of the value of Medarex’s assets and businesses”, and that they will not receive “a fair price for their common stock” as the defendants have failed to “properly value the company”.

Bristol-Myers Squibb Company (NYSE: BMY) and Medarex Inc (NASDAQ: MEDX) announced on July 22, 2009 that “the companies have signed a definitive merger agreement providing for the acquisition of Medarex by Bristol-Myers Squibb, for $16.00 per share in cash.” Furthermore the companies said, that “the transaction has been unanimously approved by the boards of directors of both companies”.

Medarex Inc, located in Princeton, NJ, is a biopharmaceutical company focused on the discovery, development and commercialization of human antibody-based therapeutic products. Medarex Inc, along with its partners, is developing fully human antibody therapeutics for a range of diseases through the use of its UltiMAb technology platform for generating antibodies. Medarex Inc reported in 2007 Total Revenue of $56.26million and in 2008 $52.29million. Shares of Medarex Inc (NASDAQ: MEDX) traded at $ 15.86 per share after the announcement, down from over $17 per share in 2007.