The activist investor seeking the ouster of Immunomedics' (IMMU) - Get Immunomedics, Inc. Report management team and board of directors is asking a judge to delay the closing of a licensing deal with Seattle Genetics (SGEN) - Get Seagen, Inc. (SGEN) Report until after a scheduled shareholder vote.
VenBio Select Advisor, the investment fund managed by Behzad Aghazadeh and Immunomedics' largest shareholder, filed a complaint with Delaware Court of Chancery on Monday night, seeking an injunction against the Seattle Genetics partnership announced last Friday.
VenBio accuses Immunomedics management of undervaluing and essentially giving away its most valuable asset -- the cancer drug IMMU-132 -- because they were afraid of losing their jobs in a proxy vote that was originally scheduled for Feb. 16.
Immunomedics postponed its annual meeting meeting until March 3, after the Seattle Genetics deal for IMMU-132 is expected to close.
As of Feb. 9, more than 80% of Immunomedics outstanding shares had been voted, with 55% in favor of the VenBio board nominees, according to the filed complaint. VenBio believes it has enough Immunomedics shareholder support to win the proxy vote, install its slate of directors and fire current Chairman, Chief Scientific Officer and Chief Patent Officer David Goldenberg, along with Cynthia Sullivan, the company's CEO and Goldenberg's wife.
But winning the proxy contest wouldn't mean much if the future development of IMMU-132 was already under the control of Seattle Genetics. That's why VenBio is taking legal action to delay the closing of the Seattle Genetics deal until after Immunomedics shareholders get a chance to vote.
"In the face of imminently being thrown out of office, the Board approved and shielded from shareholder review a transformative transaction, which was so rushed and so incredibly bad for Immunomedic's shareholders, that it can only be explained as a blatant act of entrenchment," the VenBio complaint alleges.
If VenBio wins the proxy fight, the new Immunomedics board and management team will presumably take a closer look at the Seattle Genetics deal for IMMU-132, seek more favorable terms, or squash the agreement and seek another partner or buyer for the drug.
As the deal stands now, Seattle Genetics is paying $250 million in cash to Immunomedics for rights to IMMU-132. Immunomedics is also eligible for an additional $1.7 billion in back-end milestone payments plus royalties on IMMU-132 sales. But in return, Immunomedics has committed to sell a 9.9% equity stake in the company to Seattle Genetics at $4.90 per share. The equity investment is being offered at a discount to the company's share price and would be significantly dilutive to current shareholders.
Immunomedics insists Seattle Genetics is the best partner for IMMU-132. Jason Aryeh, a newly appointed director in charge of the licensing process, says the terms of the IMMU-132 agreement provides the company's shareholders with "compelling and significant value."
Shares of Immunomedics fell 3.6% to $5.04 Monday and are trading relatively flat at $5.07 on Tuesday. The stock rose 22% on heavy volume last Friday after the Seattle Genetics partnership was announced.
Adam Feuerstein writes regularly for TheStreet. In keeping with company editorial policy, he doesn't own or short individual stocks, although he owns stock in TheStreet. He also doesn't invest in hedge funds or other private investment partnerships. Feuerstein appreciates your feedback; click here to send him an email.