An investor in ZymoGenetics, Inc. (NASDAQ:ZGEN) filed a lawsuit in State Court against members of the board of directors of Zymo Genetics alleging breaches of fiduciary duty arising out of their attempt to sell ZymoGenetics, Inc too cheaply too Bristol Myers Squibb.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duty for selling biopharmaceutical company ZymoGenetics, Inc via an unfair process at an unfair price to Bristol-Myers Squibb.

On Tuesday, September 07, 2010, Seattle, Washington based ZymoGenetics, Inc and Bristol-Myers Squibb Company announced after the market closed that the companies have signed an agreement providing for the acquisition of ZymoGenetics by Bristol-Myers Squibb, for $9.75 per share in cash. According to ZymoGenetics, Inc the transaction, with an aggregate purchase price of approximately $885 million, or approximately $735 million net of cash acquired, has unanimously approved its board of directors

But the plaintiff claims that the sales process is unfair since Bristol-Myers Squibb has stated its intention to close the tender offer and consummate the proposed acquisition if it gets tender of only 58% of ZymoGenetics stock or only an additional 22% of ZGEN shares, and shareholders holding approximately 36% of the outstanding shares of ZymoGenetics' common stock have already entered into agreements with Bristol-Myers Squibb to support the transaction and to tender their shares in the offer. The plaintiff criticizes that Bristol-Myers Squibb is also using $150 million of Zymo’s own cash to finance the proposed acquisition. In addition, the plaintiff also alleges that the price offered is unfair. Zymo Genetics revenue increased over the past four years from $25.38million in 2006 to $129.34million in 2009. Even though its shares ZGEN traded before the announcement on September 07, 2010 at $5.30, ZGEN shares were down from its current 52weekHigh of $7.31 per share and traded as high as $6.53 per share in April 2010. In addition ZGEN shares traded at almost $12 per share during 2008, at $16.38 per share during 2007 and as high as $24.50 per share during 2006.