According to the Complaint, Immunomedics, Inc. is a leader in next-generation antibody-drug conjugate (“ADC”) technology, committed to helping people with hard-to-treat cancers.

This action stems from a proposed transaction announced on September 13, 2020, pursuant to which Immunomedics, Inc. will be acquired by Gilead Sciences, Inc. (“Parent”) and Maui Merger Sub, Inc. (“Merger Sub,” and together with Parent, “Gilead”).

On September 13, 2020, Immunomedics’ Board of Directors caused the Company to enter into an agreement and plan of merger with Gilead. Pursuant to the terms of the Merger Agreement, Merger Sub commenced a tender offer to purchase all of Immunomedics’ outstanding common stock for $88.00 in cash per share. The Tender Offer is set to expire on October 22, 2020.

On September 24, 2020, Defendants filed a Solicitation/Recommendation Statement with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. The Complaint alleges that the Solicitation Statement omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading.