Levi & Korsinsky, a law firm has filed lawsuit in Delaware Chancery court challenging the proposed acquisition of Sepracor. The complaint arises out of the announcement by Sepracor stating that it had entered into a definitive merger agreement with Dainippon Sumitomo Pharma.
Under the terms of the agreement, Sepracor shareholders will receive $23.00 in cash for each share of Sepracor they own for a total transaction value of approximately $2.6 billion.
The complaint alleges that the Sepracor Board of Directors breached their fiduciary duties to Sepracor shareholders because the merger consideration is inadequate and because the Board agreed to restrictive provisions including a strict no-solicitation provision and a $77.4m termination fee.