Investigation Overview
May 12, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Synageva Biopharma Corp (NASDAQ:GEVA), was announced concerning whether the takeover of Synageva Biopharma Corp by Alexion Pharmaceuticals, Inc for a value of approximately $230.00 per share is unfair to NASDAQ:GEVA stockholders.
The investigation by a law firm concerns whether certain officers and directors of Synageva Biopharma Corp breached their fiduciary duties owed to NASDAQ:GEVA investors in connection with the proposed acquisition.
On May 6, 2015, Alexion Pharmaceuticals, Inc. (Nasdaq:ALXN) and Synageva BioPharma Corp. (Nasdaq:GEVA) announced that they have entered into an agreement pursuant to which Alexion Pharmaceuticals, Inc will acquire Synageva Biopharma Corp (NASDAQ:GEVA) for a consideration of $115 in cash and 0.6581 Alexion shares, for each share of Synageva, implying a total per share value of $230 based on the nine day volume-weighted average closing price of Alexion stock through May 5, 2015.
However, given that in connection with the transaction, certain Synageva Biopharma Corp shareholders, including affiliates of Baker Brothers Investments, have already entered into voting and support agreements with Alexion covering approximately 33.5% of Synageva Biopharma Corps outstanding shares, the investigation concerns whether the offer is unfair to NASDAQ:GEVA stockholders. More specifically, the investigation concerns whether the Synageva Biopharma Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.