Robbins LLP: Acquisition of KYTHERA Biopharmaceuticals Inc. (KYTH) by Allergan plc (AGN) May Not Be in Shareholders’ Best Interests
Robbins LLP is investigating the proposed acquisition of KYTHERA Biopharmaceuticals Inc. (NASDAQ: KYTH) by Allergan plc (NYSE: AGN). On June 17, 2015, the two companies announced the signing of a definitive merger agreement pursuant to which Allergan will acquire KYTHERA. Under the terms of the agreement, KYTHERA shareholders will receive 80% in cash and 20% in new Allergan stock, at a fixed-value of $75.00 for each share of KYTHERA common stock.
Is the Proposed Acquisition Best for KYTHERA and Its Shareholders?
Robbins LLP’s investigation focuses on whether the board of directors at KYTHERA is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.
As an initial matter, the $75.00 merger consideration represents a premium of only 23.5% based on KYTHERA’s closing price on June 16, 2015. This premium is significantly below the average one-day premium of nearly 71% for comparable transactions within the past three years. Further, the $75.00 merger consideration is below the target price of $85.00 set by an analyst at Cowen and Company on March 9, 2015.
In addition, KYTHERA recently reported positive news concerning its development of KYBELLA™. On May 7, 2015, KYTHERA reported its earnings results for its first quarter of 2015. In commenting on these results, KYTHERA President and Chief Executive Officer Keith Leonard remarked, “KYTHERA recently achieved our most significant milestone to date, that of receiving FDA approval of KYBELLA™, which is the first and only FDA approved injectable drug that contours and improves the appearance of submental fullness. This approval came after we received a unanimous (17-0) recommendation for approval for KYBELLA™ from the FDA’s Dermatologic and Ophthalmic Drugs Advisory Committee. We are also very pleased with the agreed upon labeling for KYBELLA and are now focused on successfully introducing KYBELLA™ to physicians and patients across the U.S. During the quarter we also made meaningful progress toward our mission of building a leading aesthetic company by licensing setipiprant (KYTH-105), an exciting novel compound for the prevention of male pattern baldness.”
In light of these facts, Robbins LLP is examining KYTHERA’s board of directors’ decision to sell the company now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.
KYTHERA shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.
KYTHERA shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.