July 24, 2015 (Shareholders Foundation) - An investor who currently holds shares of Receptos Inc (NASDAQ:RCPT), filed a lawsuit in effort to halt the proposed takeover of Receptos by Celgene Corporation for $232.00 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:RCPT stockholders by agreeing to sell Receptos Inc too cheaply via an unfair process to Celgene Corporation.

On July 14, 2015, Celgene Corporation (NASDAQ: CELG) and Receptos Inc (NASDAQ:RCPT) announced the signing of an agreement in which Celgene has agreed to acquire Receptos. Under the terms of the merger agreement, Celgene will pay $232.00 per share in cash, or a total of approximately $7.2 billion, net of cash acquired.

However, the plaintiff claims that given Receptos’ stock price, its future growth prospects, and significant potential upside to Celgene by the merger, the consideration stockholder will receive is inadequate and undervalues the company. Indeed at least one analyst has set the high target price for NASDAQ:RCPT shares at $348 per share. Shares of Receptos Inc (NASDAQ:RCPT) grew from $16.22 per share in August 2013 to as high as $200 per share in July 7, 2015. In addition, the plaintiff claims that the process is also unfair to NASDAQ:RCPT stockholders. Indeed, the takeover agreement contains certain preclusive deal protection devices, such as a no solicitation, a matching rights, and a $230 million termination fee provision, that deter other bidders from making a superior offer for Receptos Inc.