| Company: | Orphan Medical, Inc. |
| Ticker Symbol: | NASD: ORPH |
| Class Period: | June 22, 2005 |
| Date Filed: | Apr-11-06 |
| Lead Plaintiff Deadline: | Jun-09-06 |
| Court: | District, MN |
| Allegations: |
A class action lawsuit was filed in the United States District Court for the District of Minnesota. Plaintiff brings this action on behalf of itself and a class of non-management stockholders who held stock in Orphan Medical, Inc. ("Orphan " or the "Company") (Nasdaq:ORPH) at the time it was acquired by Jazz Pharmaceuticals, Inc. ("Jazz"), and who received from Jazz $10.75 in cash for each Orphan share owned (the "Class"). 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 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 acquired the securities of the defendants during the Class Period you may, no later than the Lead Plaintiff Deadline shown above, request that the Court appoint you as lead plaintiff through counsel of your choice. You may also choose to remain an absent class member. A lead plaintiff must meet certain requirements.
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 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 acquired the securities of the defendants during the Class Period you may, no later than the Lead Plaintiff Deadline shown above, request that the Court appoint you as lead plaintiff through counsel of your choice. You may also choose to remain an absent class member. A lead plaintiff must meet certain requirements.
