BioSphere Medical Inc. (NSDQ:BSMD) and its shareholders reached an agreement over the company’s proposed merger with Merit Medical Systems Inc. (NSDQ:MMSI).
In a class action suit, the shareholders were attempting to get an injunction against the Merit’s $96 million purchase of BioSphere.
BioSphere officials wrote in a Securities & Exchange Commission filing that the settlement, which is still subject to court approval, would result in dismissal of all of the claims in the lawsuit. The final settlement hearing is currently scheduled for Nov. 4, 2010.
A month after the deal was announced in May, BioSphere shareholders brought a class-action lawsuit against the Rockland, Mass.-based embolotherapy developer’s board seeking to spike the deal. The shareholders added to their attempt in mid-July, amending the suit by adding BioSphere as a defendant. The suit alleged that “the Company’s preliminary proxy statement failed to provide material information and provided materially misleading information relating to the proposed merger transaction,” according to a regulatory filing.
Jordan, Utah-based Merit Medical agreed to acquire BioSphere for $96 million in cash in May. The $4.38-per-share offer represents a 54 percent premium over the stock’s $2.84 closing price May 12, the day before the merger was announced.
The suit alleged "that certain of the Company’s directors purportedly breached their fiduciary duties in connection with the Company’s proposed merger with Merit by failing to maximize shareholder value and obtain the best financial and other terms,” according to the filings.
Despite the agreement, BioSphere continues to deny liability with respect to the claims alleged in the action.
A call to BioSphere CFO Martin Joyce was not immediately returned.
