NEW YORK, March 23, 2018 (GLOBE NEWSWIRE) -- Gainey McKenna & Egleston announces that they have filed a class action lawsuit on behalf of their client against BioCryst Pharmaceuticals, Inc. (“BioCryst” or the “Company”) (Nasdaq:BCRX) in the United States District Court for the District of Delaware on behalf of current common stock holders of BioCryst, seeking to pursue remedies under the Securities Exchange Act of 1934 (the “Exchange Act”).
On January 21, 2018, BioCryst and Idera Pharmaceuticals, Inc. (“IDRA”), Nautilus Holdco, Inc., a direct, wholly owned subsidiary of BCRX (“Holdco”), Island Merger Sub, Inc., a direct, wholly owned subsidiary of Holdco (“Merger Sub A”), and Boat Merger Sub, Inc., a direct, wholly owned subsidiary of Holdco (“Merger Sub B”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, (a) Merger Sub A shall be merged with and into IDRA (the “IDRA Merger”), with IDRA surviving as a wholly owned subsidiary of Holdco, and (b) Merger Sub B shall be merged with and into BCRX (the “BCRX Merger”, and, together with the IDRA Merger, the “Proposed Mergers”), with BCRX surviving as a wholly owned subsidiary of Holdco. Holdco will be renamed prior to the closing of the Mergers.
At the effective time of the Mergers (the “Effective Time”), (i) each share of common stock, par value $0.01 per share, of BCRX (“BCRX Common Stock”) issued and outstanding immediately prior to the Effective Time (other than the shares that are owned by BCRX, IDRA, Holdco, Merger Sub A or Merger Sub B or any wholly owned subsidiary of BCRX, IDRA, Holdco, Merger Sub A or Merger Sub B) will be converted into the right to receive 0.50 (the “BCRX Exchange Ratio”) of a newly issued share of common stock (the “Holdco Common Stock”), par value $0.01 per share, of Holdco (the “BCRX Merger Consideration”). No fractional shares of Holdco Common Stock will be issued in the Mergers, and BCRX stockholders will receive cash in lieu of fractional shares as part of the BCRX Merger Consideration, as specified in the Merger Agreement. Following the Effective Time, BCRX common stockholders will own approximately 51.6% of the shares of Holdco Common Stock on a fully diluted basis, and IDRA common stockholders will own 48.4%.
On February 27, 2018, Defendants filed a Form S-4 Registration Statement (the “S-4”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Mergers.
The Complaint alleges that the Proposed Mergers and the S-4 issued describing them are materially deficient and misleading because, inter alia, the S-4 fails to disclose material information about the process leading to the Proposed Mergers. Without all material information, BioCryst common stock holders cannot make an informed decision on whether to approve the Proposed Mergers. The Complaint alleges that the failure to adequately disclose such material information constitutes violations of Sections 14(a) and 20(a) of the Exchange Act and Rule 14a-9 promulgated thereunder.
Investors who currently hold BioCryst common stock should contact the Firm prior to the May 22, 2018 lead plaintiff motion deadline. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation. If you wish to discuss your rights or interests regarding this class action, please contact Thomas J. McKenna, Esq. or Gregory M. Egleston, Esq. of Gainey McKenna & Egleston at (212) 983-1300, or via e-mail at email@example.com or firstname.lastname@example.org.
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