Malkoff

INTRODUCTION

18 In this shareholder class action lawsuit, Plaintiffs allege that Defendant 19 Sequenom, Inc. and seven of its former board members (“Defendants”) violated 20 Sections 14(e) and 20(a) of the Securities Exchange Act of 1934 (“Exchange Act”) 21 by issuing a false and misleading recommendation statement advising Sequenom 22 shareholders to tender their shares pursuant to a tender offer. Pls.’ Consolidated 23 Amended Class Action Complaint (“AC”), Doc. No. 54. Specifically, Plaintiffs 24 allege that Defendants relied on a lower set of financial projections (and excluded

26 1 Those seven individuals are Kenneth F. Buechler, Myla Lai-Goldman, Ronald M. Lindsay, Catherine J. Mackey, David Pendarvis, Charles P. Slacik. and Dirk van den Boom (collectively, 27 “Individual Defendants”). The parties stipulated to the dismissal of claims against Richard A. 1 an oncology program) as the most accurate view of the company’s prospects, and 2 therefore misled Plaintiffs concerning the fairness of Laboratory Corporation of 3 America Holding’s (“LabCorp”) tender offer. Pending before the Court is 4 Defendants’ Amended Motion to Dismiss (“Mot.”) and Request…