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EMIS.US

id: 2075

Emisphere Technologies $32 Million Stockholder Settlement

$32,000,000

Cash Settlement

Delaware court of Chancery

Court

2021-0025-NAC

Case number

01/01/1996

Class period Start

12/08/2020

Class period End

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.

Case Type

US Securities Class Action

Case Status

Distribution Preparation

Alleged Offence

Mismanagement,

Misleading Statements,

Fraud,

Failure to Disclose,

Breach of Fiduciary duty,

Omissions

Suspected Party

Directors,

Management

Security Type

Stocks

Trade Direction

Long

Filing date

07/02/2021

Plaintiffs

Stephen Brandenburg; Robert K. Brennan; James DeVilliers; Dr. Michael Goldberg; Samuel Menasha

Attorneys

Robbins Geller Rudman & Dowd LLP

Defendants

Timothy Rothwell; Michael Weiser; Mark H. Rachesky; MHR Fund Management LLC; MHR Holdings LLC

Administrator

A.B. Data Ltd

Attorney fee

$8,282,574

Trades matching type

FIFO

Frequently Asked Questions

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