Shareholder Seeks to Halt Merger of Ipsen and Epizyme

On July 22, Jordan Wilson, a shareholder of Epizyme, Inc., filed suit against the company in the District of Delaware in an attempt to prevent a proposed merger with French biopharma company Ipsen S.A.

Massachusetts-based Epizyme produces the lymphoma drug Tazverik, which was approved in 2020 as part of the Federal Drug Administration’s accelerated program. The merger agreement comprised an all-cash offer of $247 million from Ipsen, which comes out to $1.45 per share plus a contingent value right of $1 per share that’s keyed to Tazverik achieving specific sales and regulatory targets.

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In his complaint, Wilson alleges violations of the Securities Act including a “materially incomplete and misleading Schedule 14D-9 Solicitation/Recommendation Statement.” The suit claims that the Schedule 14D-9 omits or misrepresents material information necessary for shareholders to exercise their voting rights.

The complaint also alleges that a fairness opinion from MTS Securities, LLC, about Epizyme’s financial projections is inaccurate and that potential conflicts of interest exist with Epizyme’s additional financial advisor, Jefferies, LLC. Finally, the suit alleges that the Schedule 14D-9 “fails to disclose the individual multiples and financial metrics for each of the respective selected companies and transactions MTS analyzed.”

The plaintiff seeks injunctive relief that would enjoin Epizyme from going forward with the merger and rescissory damages if Epizyme completes the merger. Long Law, LLC, is counsel for the plaintiff.

Epizyme’s board of directors unanimously accepted the deal with Ipsen. Royalty Pharma PLC, Epizyme’s largest stockholder at 21% ownership, also signed on. For its part, French company Ipsen has completed several other deals since the summer of 2021, including up to $1 billion for Exicure, $14.5 million for BAKX Therapeutics, and $363 million for IRLAB.