Emisphere Technologies, Inc.
The law firm of Kirby McInerney LLP announces that a class action lawsuit has been filed in the U.S. District Court for the District of New Jersey on behalf of those who acquired Emisphere Technologies, Inc. (“Emisphere” or the “Company”) (EMIS) securities during the period from November 6, 2020 through December 8, 2020, inclusive (the “Class Period”). Investors have until December 4, 2023 to apply to the Court to be appointed as lead plaintiff in the lawsuit.
On November 6, 2020, Emisphere announced a $1.8 billion merger with Novo Nordisk A/S (“Novo”), which was consummated on December 8, 2020. Under the merger agreement, Novo agreed to pay $1.35 billion to Emisphere’s shareholders in exchange for their common stock. Under separate agreements, Novo agreed to pay Emisphere’s controlling shareholder and member of the Company’s Board of Directors, Mark H. Rachesky and other of the Company’s executives and directors lucrative payouts under the merger agreement.
The merger arose in the context of a longstanding business relationship between Emisphere and Novo in which Emisphere licensed its patented SNAC drug delivery technology to Novo under a royalty agreement executed between the companies in 2008. Under the royalty agreement, Novo was permitted to use Emisphere’s SNAC technology as a delivery mechanism for the oral medication Rybelsus – a drug approved by the FDA for the treatment of type 2 diabetes. The royalty agreement was amended numerous time. Under one such amendment, Rachesky and certain of his investment funds obtained the right to receive a direct royalty stream of 0.5% of Novo’s net sales of Rybelsus and other products that used Emisphere’s technology.
On November 6 2020, Emisphere issued a press release and proxy statement with the U.S. Securities and Exchange Commission touting the Novo merger as a positive transaction for Emisphere shareholders. Upon the consummation of the merger, shareholders that sold their Emisphere common stock into the merger received $7.83 per share.
The lawsuit alleges that, throughout the Class Period, Defendants made false and/or misleading statements, as well as failed to disclose that: (i) Rachesky manipulated the sale process to ensure he received financial benefits from the merger; (ii) Co-Chief Executive Officers and Board of Directors members Timothy Rothwell and Michael Weiser adjusted Emisphere’s financial projections downward to justify the merger consideration of $7.83 per share; (iii) Emisphere had consistently modeled internal financial projections demonstrating significantly higher valuations for the Company, which supported higher merger consideration for shareholders; and (iv) Emisphere had been engaged in an extensive intellectual property dispute with Novo that was integral to the merger negotiations and implicated significant royalty payments to the Company.
On November 6, 2020, Emisphere announced a $1.8 billion merger with Novo Nordisk A/S (“Novo”), which was consummated on December 8, 2020. Under the merger agreement, Novo agreed to pay $1.35 billion to Emisphere’s shareholders in exchange for their common stock. Under separate agreements, Novo agreed to pay Emisphere’s controlling shareholder and member of the Company’s Board of Directors, Mark H. Rachesky and other of the Company’s executives and directors lucrative payouts under the merger agreement.
The merger arose in the context of a longstanding business relationship between Emisphere and Novo in which Emisphere licensed its patented SNAC drug delivery technology to Novo under a royalty agreement executed between the companies in 2008. Under the royalty agreement, Novo was permitted to use Emisphere’s SNAC technology as a delivery mechanism for the oral medication Rybelsus – a drug approved by the FDA for the treatment of type 2 diabetes. The royalty agreement was amended numerous time. Under one such amendment, Rachesky and certain of his investment funds obtained the right to receive a direct royalty stream of 0.5% of Novo’s net sales of Rybelsus and other products that used Emisphere’s technology.
On November 6 2020, Emisphere issued a press release and proxy statement with the U.S. Securities and Exchange Commission touting the Novo merger as a positive transaction for Emisphere shareholders. Upon the consummation of the merger, shareholders that sold their Emisphere common stock into the merger received $7.83 per share.
The lawsuit alleges that, throughout the Class Period, Defendants made false and/or misleading statements, as well as failed to disclose that: (i) Rachesky manipulated the sale process to ensure he received financial benefits from the merger; (ii) Co-Chief Executive Officers and Board of Directors members Timothy Rothwell and Michael Weiser adjusted Emisphere’s financial projections downward to justify the merger consideration of $7.83 per share; (iii) Emisphere had consistently modeled internal financial projections demonstrating significantly higher valuations for the Company, which supported higher merger consideration for shareholders; and (iv) Emisphere had been engaged in an extensive intellectual property dispute with Novo that was integral to the merger negotiations and implicated significant royalty payments to the Company.