On March 28, 2019, Pomerantz LLP was appointed Lead Counsel in a class action lawsuit against WuXi PharmaTech (Cayman) Inc. (“WuXi” or the “Company”) and certain of its officers and directors.
The class action, filed in United States District Court, Southern District of New York, and indexed under 19-cv-01654, is on behalf of a class consisting of all persons and entities, other than Defendants and their affiliates, who sold WuXi securities between September 1, 2015 and December 10, 2015, both dates inclusive (the “Class Period”), or purchased securities during the Class Period and held such shares through December 10, 2015, seeking to recover damages caused by Defendants’ violations of the federal securities laws and to pursue remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Rule 10b-5 promulgated thereunder, against the Company and certain of its top officials.
WuXi purports to be an integrated R&D services platform along the entire value chain of drug discovery and development, with one of the broadest integrated service and technology platforms in the life-science industry, from discovery to preclinical development to clinical development.
Originally incorporated in China, on March 16, 2007, the Company reincorporated in the Cayman Islands in advance of its initial public offering (“IPO”) of its American Depositary Shares (“ADS”), each representing eight ordinary shares, on the New York Stock Exchange (“NYSE”), in August 2007.
Upon its reincorporation in the Cayman Islands, the Company became a holding company for its numerous pharmaceutical, biotechnology, and medical device research and development services companies operating in the United States and China. Among the Company’s subsidiaries were WuXi AppTec, WuXi Biologics, and WuXi NextCODE.
Through WuXi AppTec, the Company provided comprehensive and FDA, OECD, CFDA, and GLP-compliant bioanalysis services to support preclinical and clinical development for small molecule drugs, biologics, vaccines and pharmacodynamic biomarkers. WuXi Biologics was the Company’s biologics services provider that offered comprehensive, integrated and highly customizable services through our teams of scientists, proprietary technology platform and know-how, state-of-the-art laboratories, and cGMP-compliant manufacturing facilities to pharmaceutical and biotechnology companies. WuXi NextCODE is a leading genomic analysis and bioinformatics company with operations in the United States and Iceland, which the Company acquired on January 9, 2015, $65 million.
On April 30, 2015, the Company announced that the day prior it had received a preliminary non-binding proposal letter to acquire all outstanding shares of the Company for $46.00 in cash per ADS. The take-private offer was made by a group of investors led by Wuxi’s founder, chairman, and chief executive officer (“CEO”), Li and Ally Bridge Group Capital Partners (“Ally”), a global healthcare-focused investment group, founded and led by Mr. Frank Yu.
On August 14, 2015, the Company announced that it had entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with New WuXi Life Science Limited (“Parent”) and WuXi Merger Limited (“Merger Sub”), a wholly owned subsidiary of Parent, for approximately $3.62 billion, equal to $46 per ADS (the “Merger”).
The Company’s extraordinary general meeting of shareholders where WuXi shareholders were asked to approve the acquisition was scheduled for November 25, 2015. In support of the forthcoming shareholder vote, the Defendants issued numerous false and misleading statements, designed to undervalue the Company by omitting Defendants’ intentions to spin-off and publicly list shares of its various subsidiaries in the People’s Republic of China.
Not long after WuXi was delisted from the NYSE on December 10, 2015, Defendants put their plan into action and started to spin-off off and/or publicly listed the securities of its subsidiaries, including WuXi Biologics, WuXi NextCODE, and WuXi AppTec, resulting in astronomical gains for Defendants within the short period since consummation of the Merger.
On June 6, 2017, it was announced that Defendants had completed an IPO of its former subsidiary, WuXi Biologics, raising over $510 million, at a valuation of over $3 billion. In June 2018 it was reported in Asian financial media that Defendants (defined below) sold a 4.08% equity stake in WuXi Biologics for $505 million, equating to a total equity value of over $12.3 billion for the company.
In September 2017, WuXi NextCODE raised $240 million in its series B financing round, valuing the company at $1.2 billion. One year later, on November 27, 2018 WuXi NextCODE announced that it closed its series C financing round, raising an additional $200 million.
Lastly, On May 8, 2018, WuXi AppTec completed its A-share initial public offering and listing on the Shanghai Stock Exchange, after receiving fast-track approval by China’s securities regulator. The offering raised $354 million, at a $3.5 billion valuation.
After seeing its stock price on the Shanghai Stock Exchange more than triple since its IPO, in July 2018, WuXi AppTec filed a prospectus in Hong Kong to become dual listed. On December 12, 2018, WuXi AppTec announced that it had raised $1.01 billion in its Hong Kong debut listing. WuXi AppTec’s Honk Kong IPO valued WuXi’s former subsidiary at $10.2 billion, approximately three times the value Defendants paid for the entire Company barely two years prior.