BioSphere Medical Inc. (NSDQ:BSMD) shareholders added to their attempt to block a proposed, $96 million merger with Merit Medical Systems Inc. (NSDQ:MMSI).
In a class action suit, initially brought against the company’s board, the shareholders are attempting to get an injunction against the Merit’s purchase of BioSphere.
The amended suit adds the company as a defendant and further alleges "that the Company’s preliminary proxy statement fails to provide material information and provides materially misleading information relating to the proposed merger transaction," according to a regulatory filing by Rockland, Mass.-based BioSphere with the federal Securities & Exchange Commission.
Jordan, Utah-based Merit Medical agreed to acquire BioSphere Medical Inc. 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 shareholders filed the original complaint about a month later.
The suit "alleges 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 latest filing.
BioSphere does not believe that the claims have merit, and plans "to defend the suit vigorously," according to the filing.
