Portola Pharmaceuticals, Inc. (NASDAQ: PTLA)
According to the Complaint, Portola Pharmaceuticals, Inc. is a global, commercial-stage biopharmaceutical company focused on the discovery, development, and commercialization of novel therapeutics that could significantly advance the fields of thrombosis and other hematologic conditions.
This action stems from a proposed transaction announced on May 5, 2020, pursuant to which Portola Pharmaceuticals, Inc. will be acquired by Alexion Pharmaceuticals, Inc. (“Parent”) and Odyssey Merger Sub Inc. (“Merger Sub,” and together with Parent, “Alexion”).
On May 5, 2020, Portola’s Board of Directors caused the Company to enter into an agreement and plan of merger with Alexion. Pursuant to the terms of the Merger Agreement, Merger Sub commenced a tender offer to purchase all of Portola’s outstanding common stock for $18.00 in cash per share. The Tender Offer is set to expire on July 1, 2020.
On May 27, 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. Specifically, the Complaint alleges the Solicitation Statement fails to disclose, for each set of projections: (i) all line items used to calculate unlevered free cash flow; and (ii) a reconciliation of all non-GAAP to GAAP metrics.