Ademi & O’Reilly, LLP is investigating Progenics (Nasdaq: PGNX) for possible breaches of fiduciary duty and other violations of the law in connection with the sale of Progenics to Lantheus.
Ademi & O’Reilly, LLP alleges Progenics’s financial outlook is improving and yet shareholders will receive only a fixed exchange rate of 0.2502 shares of Lantheus stock for each share of Progenics stock, with Progenics shareholders owning approximately 35% of the Combined Company. Lantheus is acquiring Progenics at a substantial discount. The merger agreement unreasonably limits competing bids for Progenics by prohibiting solicitation of further bids, and imposing a termination penalty if Progenics accepts a superior bid. Progenics insiders will receive millions of dollars as part of change of control arrangements. We are investigating on the conduct of Progenics’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 Progenics.