Robbins Geller Rudman & Dowd LLP Files Class Action Suit against Allos Therapeutics, Inc.
September 23 2011 - 3:25PM
Business Wire
Robbins Geller Rudman & Dowd LLP (“Robbins Geller”)
(http://www.rgrdlaw.com/cases/allostherapeutics)
today announced that a class action has been commenced in the
United States District Court for the District of Colorado on behalf
of a proposed class of Allos Therapeutics, Inc. (“Allos”)
(NASDAQ:ALTH) shareholders who held Allos common stock during the
period beginning July 20, 2011 through and including the closing of
the proposed acquisition of Allos by AMAG Pharmaceuticals, Inc.
(“AMAG”).
If you wish to serve as lead plaintiff, you must move the Court
no later than 60 days from today. If you wish to discuss this
action or have any questions concerning this notice or your rights
or interests, please contact plaintiffs’ counsel, Darren Robbins of
Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at
djr@rgrdlaw.com. If you are a member of this class, you can view a
copy of the complaint as filed or join this class action online at
http://www.rgrdlaw.com/cases/allostherapeutics.
Any member of the putative class may move the Court to serve as
lead plaintiff through counsel of their choice, or may choose to do
nothing and remain an absent class member.
The complaint charges Allos and its Board of Directors (the
“Board”) with breaches of fiduciary duty and aiding and abetting
breaches of fiduciary duty under state law and the Board and AMAG
with violations of the Securities Exchange Act of 1934 (“1934
Act”). Allos is a biopharmaceutical company that engages in the
development and commercialization of anti-cancer therapeutics.
The action arises from Allos and AMAG’s July 20, 2011
announcement that Allos had entered into a definitive merger
agreement (the “Merger Agreement”) under which Allos would be
acquired by AMAG in a transaction valued at approximately $260
million (the “Proposed Acquisition”). Under the terms of the Merger
Agreement, Allos stockholders will receive a fixed ratio of 0.1282
shares of AMAG common stock for each share of Allos common stock
held. The deal values Allos stock at $2.44 a share using AMAG’s
prior closing price of $19.07. The complaint alleges that the
Proposed Acquisition significantly undervalues Allos, as Allos
shares traded as high as $4.21 as recently as January 12, 2011, and
after the announcement of the Proposed Acquisition the price of
AMAG common stock has fallen to $13.58 per share, giving the deal a
real value of just $1.74 per Allos share.
The complaint further alleges that in an attempt to secure
shareholder support for the Proposed Acquisition, on August 22,
2011, defendants issued a materially false and misleading
Preliminary Joint Proxy/Prospectus on Form S-4 (the “Proxy”). The
Proxy, which recommends that Allos shareholders vote in favor of
the Proposed Acquisition, omits and/or misrepresents material
information about the unfair sales process for the Company,
conflicts of interest that corrupted the sales process, the unfair
consideration offered in the Proposed Acquisition, and the actual
intrinsic value of the Company on a stand-alone basis and as a
merger partner for AMAG, in contravention of §§14(a) and 20(a) of
the 1934 Act and/or defendants’ fiduciary duty of disclosure under
state law.
Plaintiffs seek injunctive relief on behalf of all shareholders
of Allos who held Allos common stock during the period beginning
July 20, 2011 through and including the closing of the proposed
acquisition of Allos by AMAG (the “Class”). The plaintiffs are
represented by Robbins Geller, which has expertise in prosecuting
investor class actions and extensive experience in actions
involving financial fraud.
Robbins Geller, a 180-lawyer firm with offices in San Diego, San
Francisco, New York, Boca Raton, Washington, D.C., Philadelphia and
Atlanta, is active in major litigations pending in federal and
state courts throughout the United States and has taken a leading
role in many important actions on behalf of defrauded investors,
consumers, and companies, as well as victims of human rights
violations. The Robbins Geller Web site (http://www.rgrdlaw.com)
has more information about the firm.
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