June 18, 2013 (Shareholders Foundation) - An investor, who currently holds NASDAQ:OMTH shares, filed a lawsuit in effort to stop the takeover of Omthera Pharmaceuticals Inc by AstraZeneca, for $12.70 per NASDAQ:OMTH share.
On 28 May 2013, AstraZeneca announced that it has entered into an agreement to acquire Omthera Pharmaceuticals Inc. Under the terms of the agreement, AstraZeneca will acquire Omthera Pharmaceuticals Inc for $12.70 per share, or approximately $323 million, which has an Enterprise Value of approximately $260 million after incorporating Omthera’s cash balances of approximately $63 million. In addition to the cash payment, each Omthera shareholder will receive Contingent Value Rights (CVRs) of up to approximately $4.70 per share, equating to approximately $120 million in total, if specified milestones related to Epanova are achieved, or if a milestone related to global net sales is achieved. This will bring the total potential acquisition cost to approximately $443 million.

However, the plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:OMTH stockholders by agreeing to sell the company too cheaply via an unfair process. The plaintiff claims that the $12.70-offer is unfair and inadequate, in other words too low. Indeed, at least one analyst has set the high target price for NASDAQ:OMTH shares at $15.00 per share.

In addition, the plaintiff alleges that the process is unfair to NASDAQ:OMTH investors as well. The plaintiff says that the defendants breached their fiduciary duty by agreeing to the takeover that shortchanges the public shareholders of Omthera Pharmaceuticals and excludes them from the future growth. In addition, certain shareholders of Omthera Pharmaceuticals representing approximately 60% of the current total shares outstanding have already entered into a voting agreement with AstraZeneca to vote in favor of the transaction.

On June 17, 2013, NASDAQ:OMTH shares closed at $13.11 per share.