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| Protecting the Rights of Shareholders and Consumers |
Trubion Pharmaceuticals Inc. Securities Litigation
Copyright ©2009 Levi & Korsinsky, LLP
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Trubion Pharmaceuticals Inc. (NasdaqGM: TRBN) shareholder litigation in
connection with alleged unfair takeover offer
On August 12, 2010, Trubion Pharmaceuticals Inc. (“Trubion” or the “Company”)
announced that it had agreed to sell the Company to Emergent BioSolutions Inc.
("Emergent") (NYSE: EBS). Under the terms of the transaction, each share of Trubion
common stock will be converted into the right to receive an upfront payment of $1.365
per share in cash and 0.1641 shares of Emergent common stock. Based on
Emergent's common stock price for the prior five days, the upfront payment
represents a value of $4.55 per share, or approximately $96.8 million in the
aggregate. Trubion shareholders will also receive one Contingent Value Right ("CVR")
per share, which will entitle the holder to receive cash payments based upon the
achievement of certain milestones. The total potential aggregate value of the CVRs is
$38.7 million over a 36-month period.
The investigation concerns whether the Trubion Board of Directors breached their
fiduciary duties to Trubion stockholders by failing to adequately shop the Company
before entering into this transaction and whether Emergent is underpaying for Trubion
shares, thus unlawfully harming Trubion stockholders. In particular, at least one
analyst set a price target for Trubion stock at $7.00 per share.
connection with alleged unfair takeover offer
On August 12, 2010, Trubion Pharmaceuticals Inc. (“Trubion” or the “Company”)
announced that it had agreed to sell the Company to Emergent BioSolutions Inc.
("Emergent") (NYSE: EBS). Under the terms of the transaction, each share of Trubion
common stock will be converted into the right to receive an upfront payment of $1.365
per share in cash and 0.1641 shares of Emergent common stock. Based on
Emergent's common stock price for the prior five days, the upfront payment
represents a value of $4.55 per share, or approximately $96.8 million in the
aggregate. Trubion shareholders will also receive one Contingent Value Right ("CVR")
per share, which will entitle the holder to receive cash payments based upon the
achievement of certain milestones. The total potential aggregate value of the CVRs is
$38.7 million over a 36-month period.
The investigation concerns whether the Trubion Board of Directors breached their
fiduciary duties to Trubion stockholders by failing to adequately shop the Company
before entering into this transaction and whether Emergent is underpaying for Trubion
shares, thus unlawfully harming Trubion stockholders. In particular, at least one
analyst set a price target for Trubion stock at $7.00 per share.
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