Emisphere Technologies, Inc. – Twersky Law Group, a highly regarded and reputable law firm based in New York, wishes to inform investors about a significant development in the form of a class action lawsuit against Emisphere Technologies, Inc. (“Emisphere” or “the Company”) (NASDAQ: DOCN) and certain officers of the company. This lawsuit has been filed on behalf of all individuals and entities that purchased or otherwise acquired Emisphere securities from November 6, 2020 through December 8, 2020 (the “Class Period”). Investors who acquired Emishere securities during this defined timeframe are strongly encouraged to participate in this case by contacting atara@twerskylawgroup.com. The deadline to file a motion for appointment of lead plaintiff is December 4, 2023.
The fundamental objective of this class action lawsuit is to recover for the benefit of investors who purchased Emisphere securities during the Class Period, the losses they sustained as a consequence of the misleading statements made by Defendants in violation of the federal securities laws.
ALLEGATIONS AGAINST EMISPHERE TECHNOLOGIES, INC.
The Action arises out of the $1.8 billion merger (the “Merger”) between Emisphere and Novo Nordisk A/S (“Novo Nordisk”) announced by the Company on November 6, 2020, and alleges that the defendants artificially depressed the price of Emisphere common stock during the Class Period in order to ensure that the Merger would be consummated, and defendants Mark H. Rachesky, Michael Weiser and Timothy Rothwell would receive lucrative payouts from the transaction. To implement the scheme, the defendants allegedly made a series of materially false and misleading statements and omissions of material facts in the proxy statement (the “Proxy”) and other public statements issued in connection with the Merger during the Class Period. The Merger arose from a longstanding business relationship between Emisphere and Novo Nordisk in which Emisphere licensed its patented drug delivery technology to Novo Nordisk under a royalty agreement executed between the companies in 2008 (the “Royalty Agreement”). Under the Royalty Agreement, Novo Nordisk was permitted to use the Company’s patented delivery mechanism for the medication Rybelsus, a “wonder drug” approved by the U.S. Food and Drug Administration for the treatment of type 2 diabetes. In return, Novo Nordisk agreed to make both milestone and royalty payments to Emisphere that were tied to Rybelsus’s net sales. The Royalty Agreement was amended numerous times over the next several years. Under one such amendment, defendant Rachesky and certain of his investment funds, as Emisphere’s controlling shareholders, obtained the right to receive a direct royalty stream of 0.5% of Novo Nordisk’s net sales of Rybelsus and other products that used Emisphere’s technology (the “MHR Royalties”). In November 2019, in the midst of an intellectual property dispute between the companies, Novo Nordisk initiated discussions on a potential acquisition of Emisphere. The companies engaged in merger negotiations throughout 2020. Novo Nordisk made several proposals between February and August, which culminated in Novo Nordisk’s “best and final” offer of $1.8 billion on August 24, 2020. After ultimately agreeing on terms, Emisphere and Novo Nordisk executed a merger agreement on November 5, 2020 (the “Merger Agreement”). Under the Merger Agreement, Novo Nordisk agreed to pay $1.35 billion to Emisphere’s shareholders in exchange for their Emisphere common stock. Under a separate agreement, Novo Nordisk agreed to pay defendant Rachesky an additional $450 million to acquire the MHR Royalties. Defendants Rothwell and Weiser were also provided lucrative payouts under the Merger Agreement, including the acceleration of restricted stock unit and unvested stock option packages valued at over $8 million each. Emisphere announced the Merger in a press release on November 6, 2020, and subsequently issued the Proxy to its shareholders on November 16, 2020. Both the November 6 press release and the Proxy touted the Merger as a positive transaction for Emisphere shareholders. The Merger closed on December 8, 2020; shareholders that sold their Emisphere common stock into the Merger received $7.83 per share (the “Merger Consideration”). As alleged in the complaint, the defendants’ public statements concerning the Merger were false and misleading when made because they failed to disclose material facts concerning the Merger, including that: (i) defendant Rachesky manipulated the sale process to ensure he received enormous financial benefits from the Merger, including his insistence on a transaction structure that supported significant personal tax savings on his $450 million payment for the MHR Royalties; (ii) defendants Rothwell and Weiser adjusted Emisphere’s financial projections downward to justify the inadequate Merger Consideration; (iii) Emisphere had consistently modeled internal financial projections demonstrating significantly higher valuations for the Company, which supported higher merger consideration for shareholders; and (iv) Emisphere had been engaged in an extensive intellectual property dispute with Novo Nordisk that was integral to the Merger negotiations and implicated significant royalty payments to the Company.
ABOUT EMISPHERE TECHNOLOGIES, INC.
- Emisphere Technologies Inc. is a pharmaceutical company specializing in drug delivery technologies.
- Emisphere Technologies is known for its proprietary Eligen® Technology, which is designed to enhance the oral bioavailability and delivery of therapeutic molecules that would otherwise be poorly absorbed when taken orally. This technology involves the creation of oral formulations that can improve the absorption of drugs and enable them to reach therapeutic levels in the bloodstream more effectively.
- The company has historically collaborated with various pharmaceutical and biotechnology companies to apply its drug delivery technology to a range of therapeutic areas, including diabetes, osteoporosis, and more. These collaborations often involve licensing agreements and partnerships to develop novel pharmaceutical products.
JOIN THIS CASE
It is important to note that a class action lawsuit has already been filed in connection with these allegations. Therefore, for those individuals who suffered financial losses in their investments in Emisphere during the Class Period, there is a limited opportunity to seek appointment as a lead plaintiff. This process entails requesting the Court to designate them as the primary representative on behalf of the entire class. The deadline for submitting such a request is December 4, 2023. It is important to emphasize that while becoming a lead plaintiff can offer certain advantages, participation in the recovery process and the potential for financial compensation does not mandate serving as a lead plaintiff.
Twersky Law Group, a distinguished legal firm renowned for its attorneys expertise in handling securities fraud class actions and shareholder derivative suits, who have a long-standing track record of successfully recovering significant sums of money for investors nationwide. With an unwavering commitment to seeking justice for their clients, the firm’s attorneys are resolute in pursuing fair compensation on behalf of those affected by alleged securities law violations. As with any legal matter, it is essential to understand that this announcement constitutes attorney advertising. Past case outcomes and results achieved do not guarantee similar outcomes in this particular case.
Investors who believe they may qualify as potential class members in the class action lawsuit against Emisphere are strongly encouraged to reach out directly to the firm for further information and assistance. The knowledgeable legal professionals at Twersky Law Group stand ready to provide guidance and support to investors seeking to protect their rights and pursue the recovery they deserve.
