Emisphere Technologies $32 Million Stockholder Settlement
Emisphere Technologies agreed to a $32 million settlement to resolve stockholder claims alleging fiduciary breaches and unfair conduct related to Novo Nordisk’s 2020 acquisition of the company.
Outline:
Stockholders sued over Emisphere’s sale to Novo Nordisk and related transactions involving MHR-affiliated entities. Investors received unfair treatment during the acquisition process, and material information was withheld from stockholders. The parties ultimately agreed to a $32 million cash settlement.
Timeline:
November 5, 2020: Emisphere’s board approved the merger agreement with Novo Nordisk and related asset purchase agreements.
November 16, 2020: Emisphere distributed a proxy statement recommending stockholders approve the merger.
December 8, 2020: Novo Nordisk completed the acquisition of Emisphere.
July 2, 2021: Plaintiffs filed the Verified Class Action.
March 7, 2025: The parties accepted a mediator’s recommendation to settle the litigation for $32 million.
Background:
Emisphere Technologies was a pharmaceutical company acquired by Novo Nordisk in a transaction valued at approximately $1.35 billion. At the same time, Novo Nordisk entered into a separate asset purchase agreement with MHR-affiliated entities for royalty-related assets associated with Emisphere products.
Stockholders alleged that the defendants structured the transaction to unfairly divert value from minority investors and toward MHR-affiliated parties. Plaintiffs also claimed the company agreed to the sale at an unfair time and after an unfair process that did not maximize value for stockholders.
Investors alleged that company insiders failed to disclose material information necessary for stockholders to fully evaluate the merger and related transactions. Additional allegations focused on prior equity issuances to MHR entities and accelerated vesting of restricted stock units tied to the acquisition.
After mediation sessions and continued negotiations, the parties agreed to resolve the remaining claims through a $32 million cash settlement for eligible stockholders.
What Can Investors Expect Now?
Emisphere Technologies agreed to a $32 million settlement to resolve stockholder claims alleging fiduciary breaches and unfair conduct related to Novo Nordisk’s 2020 acquisition of the company.
If you were damaged due to this situation, you can file for a payout and get your share of the settlement. You can check if you are eligible and other details in the FAQ section.
Frequently Asked Questions
All persons who held shares of Emisphere Technologies, Inc. (“Emisphere” or the “Company”) common stock as of the December 8, 2020, closing of the acquisition of Emisphere by Novo Nordisk A/S and received consideration for such shares
No, if you have purchased securities within the class period, you are eligible to participate.
You can participate in the settlement and retain (or sell) your securities.
The entire process usually takes 4 to 9 months after the claim deadline. But the exact timing depends on the court and settlement administration.
If you're eligible, you can file your claim directly from this case page by clicking the "Collect Payout" button.
More than 100 companies are currently paying out settlements. Connect your brokerage account to automatically check which ones you may have missed — or file manually for this case.
11th.com is an investor recovery company that helps investors track and collect securities class action settlements. We will:
1. Prepare documents for your payout.
2. Audit the claim and make sure you get the maximum possible payout.
3. File a claim with the settlement administration.
4. Correspond with the settlement administration to resolve emerging issues.
5. Deliver payout directly to your brokerage account.
There is no upfront cost, but we will deduct 20% of the recovered amount as a commission for our services.