floblu14
4年前
“On September 2, 2020, a purported stockholder of Momenta filed a complaint in the United States District Court for the District of Delaware against Momenta and its directors, captioned Elaine Wang v. Momenta Pharmaceuticals, Inc., et al., Case No. 1:20-cv-01175-UNA. The complaint names as defendants Momenta and each member of the Momenta Board. The complaint alleges that the Schedule 14D-9 omits material information or contains misleading disclosures and that, as a result, (a) all defendants violated Section 14(e) of the Exchange Act, (b) all defendants violated Section 14(d)(4) of the Exchange Act and (c) each member of the Momenta Board violated Section 20(a) of the Exchange Act. The complaint seeks, among other things, (i) injunctive relief preventing the consummation of the transactions contemplated by the Merger Agreement, (ii) rescissory damages or rescission in the event that the transactions contemplated by the Merger Agreement have already been consummated, (iii) damages and (iv) plaintiff’s attorneys’ and experts’ fees and expenses. Momenta believes the claims asserted in the complaint are without merit.
Additional complaints may be filed against Momenta, the Momenta Board, Johnson & Johnson and/or Purchaser in connection with the transactions contemplated by the Merger Agreement, the Schedule TO and the Schedule 14D-9. If such additional complaints are filed, absent new or different allegations that are material, Johnson & Johnson and Purchaser will not necessarily announce such additional complaints.”
https://ih.advfn.com/stock-market/NASDAQ/momenta-pharmaceuticals-MNTA/stock-news/83205233/amended-tender-offer-statement-by-third-party-sc-t
jbog
4年前
Funinda sun,
I was wrong in stating Craigs take home pay,
In this deal it far exceeds $100 mil not counting the advance pay, benefits etc. He might even have a tax true -up but I didn't want to search that far.
Goldman says M281 WAS WORTH ANYWHERE FROM $35-$42 PER SHARE, M254 $5-$6, M710 $1.5, M230 $1 AND GALOPIA @ $0.25. Cash WAS WORTH $3.50 EXPENSES AT ($7) AND OTHERS AT ($2).
THEY SAY A FAIR DEAL IS AROUND $40-$49 PER SHARE.
funindasun
4年前
Boing you're right. It's a merger.
That's what they are calling it in the filing this morning.
The Merger Agreement provides that, among other things, subject to the satisfaction or waiver of certain conditions, following completion of the Offer, and upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the relevant provisions of the Delaware General Corporation Law, as amended (the “DGCL”), Purchaser will be merged with and into the Company (the “Merger”). Following the Merger, the separate corporate existence of Purchaser shall cease, and the Company will continue as the surviving corporation in the Merger (the “Surviving Corporation”) under the name “Momenta Pharmaceuticals, Inc.” as a wholly owned subsidiary of Parent. The Merger will be governed by Section 251(h) of the DGCL, which provides that following consummation of a successful tender offer for a public corporation, and subject to certain statutory provisions, if the acquirer holds at least the amount of shares of each class of stock of the...
Boing x 2
4年前
funindasun,
Thank you,
I think some here are going to be in for a surprise here if this closes before Dec. if not in an IRA type investment.
They bought back in and might not make the one year for capital gains.
Hope they are thinking ahead to make sure they pay their estimated taxes if not long term gains.
People tend not to think about it and we are close to the end of the year.
They are likely to face a much bigger tax bill if they don't make the one year.
As my CPA said, the IRS looks at how much you pay in estimated taxes, each quarter, even if it all hits the last quarter in deciding penalties.
No fear here.
Boing X 2