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Gainey McKenna & Egleston Announces that It Filed a Class Action Lawsuit Against Celgene Corporation (CELG) And Its Directors
Globe Newswire 25-Feb-2019 11:55 PM
NEW YORK, Feb. 25, 2019 (GLOBE NEWSWIRE) -- Gainey McKenna & Egleston announces that it filed a class action lawsuit against Celgene Corporation ("Celgene" or the "Company") (NASDAQ:CELG) and its board of directors (the "Board"), on behalf of a proposed class consisting of all public stockholders of Celgene in connection with alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act").
The Complaint alleges that on January 2, 2019, Celgene, Bristol-Myers Squibb Company ("BMS" or "Parent"), and Burgundy Merger Sub, Inc., a direct wholly-owned Subsidiary of Parent ("BM Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement BM Merger Sub will merge with and into Celgene, with Celgene surviving the merger and becoming a wholly-owned Subsidiary of Parent (the "Proposed Transaction").
The Complaint also alleges that on February 1, 2019, in order to convince Celgene's public stockholders to vote in favor of the Proposed Transaction, Parent jointly filed a materially incomplete and misleading Form S-4 Registration Statement (the "Proxy") with the SEC, in violation of Sections 14(a) and 20(a) of the Exchange Act. The Complaint alleges that the Proxy contains materially incomplete and misleading information concerning: (a) the valuation analyses prepared by the Company's financial advisors, J. P. Morgan Securities LLC ("JPM") and Citigroup Global Markets, Inc. ("Citi"), in support of their fairness opinion and (b) the potential conflicts of interest faced by the Board during the sales process leading up to the Proposed Transaction.
Investors who purchased or otherwise acquired shares during the Class Period should contact the Firm prior to the April 26, 2019 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 tjmckenna@gme-law.com or gegleston@gme-law.com.
