Attorney Advertising. The law firm of Wolf Haldenstein Adler Freeman & Herz LLP is investigating possible breaches of fiduciary duty and other possible violations of state law by members of the Board of Directors of Abraxis Bioscience, Inc. (“Abraxis” or the “Company”) [NASDAQ:ABII] arising out of the Company’s entry into a definitive merger agreement to be acquired by Celgene Corp. (“Celgene”).
On June 30, 2010, Abraxis announced it had executed a definitive merger agreement with Celgene, whereby Abraxis shareholders will receive $58.00 in cash and .2617 shares of Celgene common stock for each share of Abraxis they hold, for an implied total consideration of approximately $71.93 per Abraxis share. Abraxis shareholders will also receive one tradeable Contingent Value Right (CVR) per share, which entitles its holder to receive payments for future regulatory milestones and commercial royalties. Should the transaction be approved, it is expected to close in the fourth quarter of 2010.
At issue in the investigation is whether or not the Board of Directors of Abraxis sought to obtain the best possible consideration for all the shareholders of Abraxis. The investigation will in part focus on a new drug developed by Abraxis, named ABRAXANE, which in clinical trials has shown a very positive response rate in treating certain types of lung cancer. ABRAXANE has already been approved by U.S. regulators for treating metastatic breast cancer, and brought in $315 million in sales last year. The drug is expected to earn $1 billion by 2015 upon its approval to treat other cancers. In spite of this valuable drug, the Company’s Board of Directors is attempting to sell Abraxis at a premium of only 17.32%.
Wolf Haldenstein has been representing individual and institutional investors for many years, serving as lead counsel in numerous cases in U.S. federal and state courts. Please visit the Wolf Haldenstein website ( http://www.whafh.com) for more information about the firm.If you own Abraxis common stock and you wish to discuss this matter with us, or have any questions concerning your rights and interests with regard to this matter, please contact: