ANN ARBOR, Mich. (HedgeWorld.com)–Esperion Therapeutics Inc., settled its civil lawsuit against Durus Life Sciences Master Fund Ltd., three weeks after Esperion agreed to be acquired by Pfizer Inc., New York.
The Michigan-based health-sciences company filed its lawsuit in the U.S. district court in Connecticut in August 2003, seeking disgorgement of profits made by Durus, affiliated entities and principal Scott Sacane from purchases and sales of Esperion common stock that qualify as short-swing transactions under ?16(b) of the Securities Exchange Act of 1934.
A spokesman for the Boston office of the Securities and Exchange Commission said Thursday that he could neither confirm nor deny the existence of an investigation into Durus’ purchase of Esperion’s stock and the stock of certain other health-sciences firms Previous HedgeWorld Story.
On Jan. 16, Durus, which is domiciled in the Cayman Islands and headquartered in Norwalk, Conn., filed a statement with the SEC describing this settlement. It will pay Esperion a little more than US $32 million, in return for which Esperion has acknowledged that “it is appropriate for the Fund to be free to tender the Existing Shares pursuant to the tender offer for Common Stock … recently announced by Pfizer Inc. … and/or to distribute any or all of the Existing Shares to the Master Fund’s underlying investors.”
Pfizer has offered US$35 a share for Esperion in an all-cash deal, which means that Durus’ stake is worth more than US$360 million, i.e. 11 times the agreed-upon settlement.
Pfizer’s tender offer, Dec. 21, represented a 54% premium above Esperion’s average share price during the preceding 20 trading days. But it’s a better deal for Durus than that suggests, since Durus began its purchases of Esperion when that stock’s price was near US$7 Previous HedgeWorld Story.
Pfizer has said that Esperion will continue to function as a division of the Pfizer Global Research and Development organization and will remain in Ann Arbor.