According to the Complaint, Principia Biopharma Inc. is a late-stage biopharmaceutical company dedicated to bringing transformative therapies to patients with significant unmet medical needs in immune-mediated diseases.

This action stems from a proposed transaction announced on August 17, 2020, pursuant to which Principia Biopharma Inc. will be acquired by Sanofi. On August 16, 2020, Principia’s Board of Directors caused the Company to enter into an agreement and plan of merger with Sanofi. Pursuant to the terms of the Merger Agreement, Merger Sub commenced a tender offer to purchase all of Principia’s outstanding common stock for $100.00 per share in cash. The Tender Offer is set to expire on September 25, 2020.

On August 28, 2020, Defendants filed a Solicitation/Recommendation Statement with the United States Securities and Exchange Commission 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.