We are investigating whether the directors of Biohaven Pharmaceutical Holding Company, Ltd. (ticker: BHVN) (“Biohaven”) acted in the best interests of Biohaven shareholders in approving the sale of Biohaven to Pfizer Inc. (“Pfizer”) for $148.50 per share in cash, plus 0.5 of a share of New Biohaven, a new publicly traded company that will retain rights to certain development stage compounds.
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Why is there an investigation?
On May 10, 2022, Biohaven announced an agreement for Pfizer to purchase all of the outstanding shares of Biohaven for $148.50 per share in cash, plus 0.5 of a share of New Biohaven, a new publicly traded company that will retain rights to certain development stage compounds. The agreement has been approved by the Biohaven board (“Board”).
Our investigation concerns whether the Board acted in the best interests of Biohaven shareholders in approving the sale to Pfizer, including whether the price being paid adequately compensates Biohaven shareholders, and whether all material information regarding the transaction has been fully disclosed.
In particular, Pfizer had previously invested $350 million to acquire a 2.6% stake in Biohaven at $173.00 per share, and gained rights to commercialize certain of Biohaven’s compounds. Pfizer thus sits on both sides of the proposed transaction, which presents a conflict of interest.
Moreover, according to an analysis of Wall Street Biohaven price targets in the last 90 days published on Seeking Alpha, Biohaven has an average target price of $163.00 per share, and a high price target of $201.00 per share, both of which are above the cash per share that Pfizer has agreed to pay.