A class action has been filed against Orphan Medical, Inc. (ORPH), certain of its officers and directors by stockholders who purchased the company's common stock. The action claims that the defendants violated federal securities laws by issuing a series of material misrepresentations to the market over this time period, thereby artificially inflating the price of the company's securities. The stockholders seek to recover compensatory damages for the loss of value of their stock.
According to a press release dated April 11, 2006, Plaintiff brings this action on behalf of itself and a class of non-management stockholders who held stock in Orphan Medical, Inc. at the time it was acquired by Jazz Pharmaceuticals, Inc., and who received from Jazz $10.75 in cash for each Orphan share owned. The complaint charges Orphan and certain of its officers and directors with violations of Sections 14(a) of the Securities Exchange Act of 1934.
Specifically, the complaint alleges that Orphan violated the Federal securities laws by disseminating a proxy statement in connection with the solicitation by the board of directors of proxies to be voted at a special meeting of stockholders held on June 22, 2005 in which defendants made false and misleading statements in connection with the value of the Company.
The complaint further alleges that the Proxy Statement describes at great length the opinion of Orphan's financial advisor, Banc of America Securities LLC,(the "Financial Advisor"), that the $10.75 merger consideration was fair "from a financial point of view" to common stockholders. The Proxy Statement, however, omitted to disclose that the Financial Advisor, in giving such opinion, materially undervalued Orphan by failing to take into account positive developments involving Xyrem, Orphan Medical's "lead product."
If you bought Orphan Medical, Inc. securities and would like to obtain information about the Orphan Medical, Inc. lawsuit, then you are invited to call (866) 467-1400 to speak with an attorney.