NEW YORK, April 10, 2019 (GLOBE NEWSWIRE) -- Gainey McKenna & Egleston announces that it filed a class action lawsuit against Osiris Therapeutics, Inc. (“OSIR” or the “Company”) (OSIR) and its board of directors (the “Board”), on behalf of a proposed class consisting of all public stockholders of Osiris in connection with alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) in connection with the Board’s agreement to recommend the sale of the Company to Smith & Nephew plc pursuant to the proposed tender offer by Smith & Nephew plc. As required by the federal law known as the PSLRA, this notice is being published to all stockholders of Osiris.
The Complaint alleges that on March 12, 2019, Osiris, Smith & Nephew plc (“Parent Holdco” or “Smith & Nephew”), Smith & Nephew Consolidated, Inc., (“Parent”), and Papyrus Acquisition Corp., an indirect Subsidiary of Parent (“Sub”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement: (i) Sub will merge with and into Osiris, and (ii) Osiris shall continue as the surviving corporation in the Merger (the “Proposed Transaction”).
The Complaint also alleges that under the terms of the Proposed Transaction, Osiris stockholders will receive $19.00 in cash for each share of Osiris common stock they own (the ''Offer Price''). The complaint alleges that the Offer Price is inadequate and that the Schedule 14D-9 Solicitation/Recommendation Statement regarding the Proposed Transaction (the ''Recommendation Statement'') provides stockholders with materially incomplete and misleading information about the Proposed Transaction, in violation of Sections 14(d)(4), 14(e), and 20(a) of the Exchange Act. In particular, the Complaint alleges that the Recommendation Statement sets forth materially incomplete and misleading information concerning: (i) financial projections for Osiris; and (ii) the valuation analyses performed by Osiris' financial advisor, Cantor Fitzgerald & Co., in support of its fairness opinion.
In addition, the Complaint alleges that Defendants have issued the Recommendation Statement with the intention of soliciting stockholders to tender their Osiris shares in the Tender Offer. The Complaint alleges that the Defendants reviewed and authorized the dissemination of the Recommendation Statement, even though it fails to provide critical information regarding the Proposed Transaction. By virtue of their positions in the Company and/or roles in the process and in the preparation of the Recommendation Statement, Defendants were aware of this missing material information and their obligation to disclose this material information in the Recommendation Statement. The Complaint alleges that the Defendants knew or recklessly disregarded that the Recommendation Statement contained material omissions and misstatements and nonetheless allowed it to be issued.
The Tender Offer is scheduled to expire at 12:01 a.m. Eastern Time, on April 17, 2019.
Investors who purchased or otherwise acquired shares during the Class Period should contact the Firm prior to the June 10, 2019 lead plaintiff motion deadline. A lead plaintiff is a representative party acting on behalf of other class members in directing the litigation. If you wish to discuss your rights or interests regarding this class action, please contact Thomas J. McKenna, Esq. or Gregory M. Egleston, Esq. of Gainey McKenna & Egleston at (212) 983-1300, or via e-mail at email@example.com or firstname.lastname@example.org.
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