June 2, 2014 (San Diego, CA & Charlotte, NC) Shareholder rights attorneys at Robbins Arroyo LLP announce that the firm filed a class action lawsuit on May 30, 2014, in the U.S. District Court for the District of Delaware (the “Court”), on behalf of the shareholders of Chelsea Therapeutics International, Ltd. (“Chelsea”) (NASDAQ: CHTP) against Chelsea, its Board of Directors, for, among other things, violations of sections 14(e) and 20(a) of the U.S. Securities and Exchange Act of 1934 (the “Exchange Act”) and U.S. Securities and Exchange Commission Rule 14a-9 promulgated thereunder.
The complaint arises out of a May 8, 2014 press release announcing that Chelsea had entered into a definitive merger agreement with H. Lundbeck A/S, pursuant to which Chelsea shareholders would receive through a tender offer, $6.44 in cash for each share of Chelsea owned, as well as contingent value rights that may pay up to a total of an additional $1.50 per share upon achievement of certain commercial milestones over the next several years (the “Proposed Transaction”). The complaint seeks injunctive relief on behalf of the named plaintiff and all other similarly situated shareholders of Chelsea as of May 8, 2014 (the “Class”). The named plaintiff is represented by Robbins Arroyo LLP.
The named plaintiff alleges that certain of the defendants, in connection with the Proposed Transaction, breached or aided and abetted the other defendants’ breaches of their duties and obligations owed to Chelsea shareholders. The complaint further alleges that, in an attempt to secure shareholder approval of the Proposed Transaction, the defendants filed a materially false and misleading preliminary proxy statement on Form 14D-9 with the U.S. Securities and Exchange Commission in violation of the Exchange Act and their duties of candor and full disclosure. The omitted and/or misrepresented information is believed to be material to Chelsea shareholders’ ability to make an informed decision whether to approve the Proposed Transaction.
If you wish to serve as lead plaintiff, you must move the Court no later than sixty days from June 2, 2014. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact attorney Darnell R. Donahue of Robbins Arroyo LLP at 800-350-6003, via the shareholder information form below, or by e-mail at firstname.lastname@example.org. Any member of the 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.
Robbins Arroyo LLP, a nationally recognized leader in the area of shareholder rights litigation, represents individual and institutional investors in securities class action lawsuits and shareholder derivative actions. Robbins Arroyo LLP has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested. Past results do not guarantee similar outcomes.
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