Will Attorney Investigations or Class Action Suits Put Amgen-Onyx Buyout at Risk?

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Any time you see a merger announcement, you see a myriad of press releases pertaining to law firms and lawyers investigating the terms of the deal. This is in one sense the new form of class action lawsuit of yesteryear, but sometimes these suits and investigations do have merit. Now that Amgen Inc. (NASDAQ: AMGN) has confirmed its $10.4 billion of Onyx Pharmaceuticals Inc. (NASDAQ: ONXX), the lawyers have been coming out of the woodwork.

Onyx is up 5.6% at $123.55 against a 52-week range of $68.12 to $136.87. Wall Street believes that Amgen is getting a steal here because its shares are up over 8% at $114.37 and shares hit a new all-time of $116.25 early today. Now the question is whether or not the lawyers can wrangle more money out of Amgen for Onyx. We would note that Onyx has been in a bidding situation and this was the end result of that bidding situation.

It used to be that law firms would announce class action suits, but now they simply announce “investigations.” This is where the law firms are effectively throwing up their business cards ahead of a class action lawsuit. Here are some of the law firm announcements today:

  • Former United States Securities and Exchange Commission attorney Willie Briscoe and the securities litigation firm of Powers Taylor, LLP are investigating the merger of Onyx Pharmaceuticals, Inc. with Amgen, Inc. for shareholders. Under the terms of the proposed merger agreement, valued at approximately $10.4 billion, Onyx shareholders are expected to receive $125 per share of Onyx common stock owned, well below the 52-week high of $136.87.
  • Bernstein Liebhard LLP is investigating whether the Board of Directors of Onyx Pharmaceuticals, Inc. breached its fiduciary duty to its shareholders in agreeing to sell Onyx to Amgen… Under the terms of the agreement, Onyx shareholders will receive $125.00 in cash for each share they own. The investigation is focused on the potential unfairness of the price to Onyx shareholders and the process by which the Onyx Board of Directors considered and approved the transaction.
  • The securities litigation firm of Brower Piven, A Professional Corporation, has commenced an investigation into possible breaches of fiduciary duty to current shareholders of Onyx Pharmaceuticals, Inc. and other violations of state law by the board of directors of Onyx Pharmaceuticals relating to the proposed buyout of the Company by Amgen Inc. The firm’s investigation seeks to determine, among other things, whether the board of directors of Onyx Pharmaceuticals breached their fiduciary duties by failing to maximize shareholder value… According to Yahoo! Finance, the high analyst price target is $160.00 per Onyx Pharmaceuticals share.

Onyx Pharma was just recently covered as one of our ten companies expected to double sales in the next two to four years. Another big biotech gets gobbled up. Stay tuned.

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