SAN DIEGO--(BUSINESS WIRE)--Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) today announced that a class action has been commenced in the United States District Court for the Southern District of New York on behalf of the holders of Gentium S.p.A. (“Gentium”) (NASDAQ:GENT) American Depositary Shares (“ADSs”) as of December 19, 2013, against Gentium, the members of Gentium’s Board of Directors (the “Board”), and Jazz Pharmaceuticals Public Limited Company and one of its wholly owned subsidiaries (collectively, “Jazz”), in connection with the proposed acquisition of Gentium by Jazz (“Proposed Acquisition”).
If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiff’s counsel, Darren Robbins of Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at firstname.lastname@example.org. Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.
The complaint alleges violations of §§14(e) and 20(a) of the Securities Exchange Act of 1934 (“1934 Act”) arising out of the dissemination of a materially false and misleading solicitation/recommendation statement in connection with the Proposed Acquisition. In addition, the complaint charges Gentium, its Board and Jazz with breaches of fiduciary duty and/or aiding and abetting breaches of fiduciary duty and violation of Article 2395 of the Italian Civil Code in connection with the Proposed Acquisition. Gentium is a biopharmaceutical company focused on the development and manufacturing of drugs to treat and prevent a variety of diseases and conditions, including vascular diseases related to cancer and cancer treatments.
On December 19, 2013, Gentium and Jazz jointly announced that they had entered into a tender offer agreement by which Jazz will acquire the Company for $57.00 per share in cash in a tender offer that will expire on January 22, 2014. The complaint alleges that, in an attempt to secure shareholder support for the unfair Proposed Acquisition, on December 24, 2013, Gentium filed with the SEC a materially false and misleading Schedule 14D 9 Solicitation/Recommendation Statement (the “14D 9”), which was also disseminated to Gentium’s shareholders. The 14D 9, which recommends that Gentium’s shareholders tender their shares to Jazz, omits and/or misrepresents material information in contravention of §§14(e) and 20(a) of the 1934 Act regarding the unfair consideration offered in the Proposed Acquisition, and the actual intrinsic value of the Company.
Plaintiff seeks injunctive relief on behalf of all holders of Gentium ADSs as of December 19, 2013. The plaintiff is represented by Robbins Geller, which has expertise in prosecuting investor class actions and extensive experience in actions involving financial fraud.
Robbins Geller represents U.S. and international institutional investors in contingency-based securities and corporate litigation. With nearly 200 lawyers in ten offices, the firm represents hundreds of public and multi-employer pension funds with combined assets under management in excess of $2 trillion. The firm has obtained many of the largest recoveries in history and has been ranked number one in the number of shareholder class action recoveries in MSCI’s Top SCAS 50 every year since 2003. Please visit http://www.rgrdlaw.com for more information.