Receptos Inc.

Robbins Arroyo LLP: Acquisition of Receptos, Inc. (RCPT) by Celgene Corporation (CELG) May Not Be in Shareholders’ Best Interests

Robbins Arroyo LLP is investigating the proposed acquisition of Receptos Inc. (NASDAQ: RCPT) by Celgene Corporation (NASDAQ: CELG). On July 14, 2015, the two companies announced the signing of a definitive merger agreement pursuant to which Celgene will acquire Receptos. Under the terms of the agreement, Receptos shareholders will receive $232.00 in cash for each share of Receptos common stock.

Is the Proposed Acquisition Best for Receptos and Its Shareholders?

Robbins Arroyo LLP’s investigation focuses on whether the board of directors at Receptos is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.

As an initial matter, the $232.00 merger consideration represents a premium of only 17.3% based on Receptos’s closing price on July 7, 2015. This premium is significantly below the average one-week premium of nearly 76.4% for comparable transactions within the past three years. Further, the $232.00 merger consideration is significantly below the target price of $348.00 set by an analyst at Wedbush on June 16, 2015.

On May 5, 2015, Receptos, a biopharmaceutical company developing therapeutic candidates for the treatment of immune and metabolic diseases, provided many positive development program updates in its first quarter 2015 earnings release. The company noted positive induction and maintenance periods of the TOUCHSTONE Phase 2 trial of ozanimod in patients with moderately-to-severely active ulcerative colitis, and on that basis plans to initiate a Phase 3 program. Receptos also indicated it is well-capitalized with over $640 million in cash and investments as of March 31, 2015. In commenting on these results, Receptos Chief Executive Officer Faheem Hasnain remarked, “With the recently announced positive maintenance results of the TOUCHSTONE Phase 2 trial of ozanimod, we are moving forward expeditiously with a full Phase 3 program in ulcerative colitis as well as a Phase 2 trial in Crohn’s disease. We have a strong balance sheet and full ownership of the program, and have confidence in our ability to execute on the development plan for ozanimod in relapsing multiple sclerosis and inflammatory bowel disease. We are also excited about the progress we are making with RPC4046 in eosinophilic esophagitis and our pre-clinical oral GLP-1 program.”

In light of these facts, Robbins Arroyo LLP is examining Receptos’s board of directors’ decision to sell the company now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.

Receptos shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.

Receptos shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.

 

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