The Ademi Firm is investigating Blueprint (Nasdaq: BPMC) for possible breaches of fiduciary duty and other violations of law in its transaction with Sanofi.
In the transaction, shareholders of Blueprint will receive $129.00 per share, representing an equity value of approximately $9.1 billion. Blueprint shareholders also will receive one non-tradeable contingent value right (CVR) which will entitle the holder to receive two potential milestone payments of $2 and $4 per CVR for the achievement, respectively, of future development and regulatory milestones for BLU-808. The total equity value of the transaction, including potential CVR payments, represents approximately $9.5 billion on a fully diluted basis. Blueprint insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Blueprint by imposing a significant penalty if Blueprint accepts a competing bid. We are investigating the conduct of the Blueprint board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.