Biotechnology Value Fund, L.P. v. Celera Corp.

ORDER GRANTING MOTIONS TO DISMISS

INTRODUCTION

In this action asserting claims under federal securities law and state law, defendants filed two motions to dismiss under Federal Rule of Civil Procedure 12(b)(6). To the extent stated below, both motions are GRANTED.

STATEMENT

The essence of this case is that a public company was acquired by a purchaser and certain former shareholders are now complaining that the acquisition price was approved too low as a result of alleged misrepresentations in the recommendation statement and fairness opinion.

1. The Acquisition.

Defendant Celera Corporation is a healthcare company. It holds royalty rights for drugs, being developed by other companies, such as odanacatib (“CaL-K”), an osteoporosis drug, and ibrutinib, a cancer drug.

In March 2010, Celera signed an engagement letter with defendant Credit Suisse Securities (USA), to advise Celera on potential strategic transactions. For its services, Credit Suisse would receive an initial payment of $250,000; additionally, if 50% or more of Celera was sold, Credit Suisse would receive one million dollars to prepare a fairness opinion as well as a sales bonus equal to 1.3% of the sale’s total…