Ademi LLP is investigating Epizyme (NASDAQ:EPZM) for possible breaches of fiduciary duty and other violations of law in its transaction with Ipsen.
Ademi LLP alleges Epizyme’s financial outlook and prospects are excellent and yet Epizyme holders will receive only $1.45 per share at the closing of the transaction, for an initial estimated aggregate consideration of $247 million plus one contingent value right (CVR) per share. Each CVR will entitle its holder to deferred cash payments of $0.30 per CVR payable upon the first achievement of $250 million in aggregate net sales of Tazverik (excluding sales in Japan and Greater China) in any period of four consecutive quarters, by 31 December 2026 and $0.70 per CVR payable upon receipt of U.S. regulatory approval necessary for the commercial marketing and sale of the combination of Tazverik and R² (rituximab and lenalidomide) in second-line follicular lymphoma by 1 January 2028. The transaction agreement unreasonably limits competing bids for Epizyme by imposing a significant penalty if Epizyme accepts a superior bid. Epizyme insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Epizyme’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Epizyme.