Two of Sepracor's stockholders are shouting foul in a lawsuit aimed at derailing Dainippon Sumitomo's $2.6 billion acquisition pact, hoping for a richer deal in the process. Close to a week ago, Dainippon announced that it had inked a deal to buy Sepracor for $23 a share in a pact that was clearly spurred by the Japanese company's desire to bag a U.S. sales platform from which it could launch its late-stage schizophrenia drug Lurasidone.
In two complaints filed in Delaware, attorneys for the investors say that Sepracor's management essentially got rooked, accepting an inadequate offer and providing Dainippon with a $77.4 million termination fee, a minimum guarantee of majority ownership and provisions designed to ward off any higher offers, including the right to match new bids.
Dainippon Sumitomo has big plans for Lurasidone, hoping to make a splash in the world's largest drug market. And the Japanese pharma company is also developing new therapies for diabetes and hypertension that can follow. Bloomberg notes that Japanese pharma companies have paid $12 billion to acquire U.S.-based biopharma companies since last year, with many looking to escape the tight confines of a rigidly controlled drug market.
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