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`MATTHEW HOPKINS,
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`Plaintiff,
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`Plaintiff, by his undersigned attorneys, for this complaint against defendants, alleges upon
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`Case 1:22-cv-05988 Document 1 Filed 07/13/22 Page 1 of 10
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`UNITED STATES DISTRICT COURT
`SOUTHERN DISTRICT OF NEW YORK
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`COMPLAINT FOR VIOLATION OF THE
`SECURITIES EXCHANGE ACT OF 1934
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`Case No. ___________
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`JURY TRIAL DEMANDED
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`
`
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`v.
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`BIOHAVEN PHARMACEUTICAL
`HOLDING COMPANY LTD., VLAD
`CORIC, IRINA A. ANTONIJEVIC,
`GREGORY H. BAILEY, JOHN W. CHILDS,
`DOUGLAS GRAY, JULIA P. GREGORY,
`MICHAEL T. HEFFERNAN, ROBERT J.
`HUGIN, and KISHEN MEHTA,
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`
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`Defendants.
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`personal knowledge with respect to himself, and upon information and belief based upon, inter
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`alia, the investigation of counsel as to all other allegations herein, as follows:
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`NATURE OF THE ACTION
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`1.
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`On May 10, 2022, Biohaven Pharmaceutical Holding Company Ltd. (“Biohaven”
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`or the “Company”) announced that it will be acquired by Pfizer Inc. (“Pfizer”) (the “Proposed
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`Transaction”).
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`2.
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`On May 9, 2022, Biohaven’s Board of Directors (the “Board” or “Individual
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`Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger
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`Agreement”) with Pfizer and Bulldog (BVI) Ltd. Pursuant to the terms of the Merger Agreement,
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`Biohaven’s stockholders will receive $148.50 in cash for each share of Biohaven common stock
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`they own.
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`

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`Case 1:22-cv-05988 Document 1 Filed 07/13/22 Page 2 of 10
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`3.
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`On July 1, 2022, defendants filed a proxy statement (the “Proxy Statement”) with
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`the United States Securities and Exchange Commission (the “SEC”) in connection with the
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`Proposed Transaction.
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`4.
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`The Proxy Statement omits material information with respect to the Proposed
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`Transaction, which renders the Proxy Statement false and misleading, in violation of Sections
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`14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”).
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`JURISDICTION AND VENUE
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`5.
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`This Court has jurisdiction over the claims asserted herein pursuant to Section 27
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`of the Exchange Act because the claims asserted herein arise under Sections 14(a) and 20(a) of the
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`Exchange Act and Rule 14a-9.
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`6.
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`This Court has jurisdiction over defendants because each defendant is either a
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`corporation that conducts business in and maintains operations within this District, or is an
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`individual with sufficient minimum contacts with this District so as to make the exercise of
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`jurisdiction by this Court permissible under traditional notions of fair play and substantial justice.
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`7.
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`Venue is proper under 28 U.S.C. § 1391(b) because a portion of the transactions
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`and wrongs complained of herein occurred in this District.
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`THE PARTIES
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`8.
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`Plaintiff is and has been continuously throughout all times relevant hereto the
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`owner of Biohaven common stock.
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`9.
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`Defendant Biohaven is a British Virgin Islands business company. The Company’s
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`principal executive offices are located at 215 Church Street, New Haven, CT 06510. Biohaven’s
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`common stock is traded on the NYSE, which is headquartered in New York, NY, under the ticker
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`symbol “BHVN.”
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`2
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`Case 1:22-cv-05988 Document 1 Filed 07/13/22 Page 3 of 10
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`10.
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`Defendant Vlad Coric is Chairman of the Board and Chief Executive Officer of the
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`Company.
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`11.
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`12.
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`13.
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`14.
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`15.
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`16.
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`17.
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`18.
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`19.
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`Defendant Irina A. Antonijevic is a director of the Company.
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`Defendant Gregory H. Bailey is a director of the Company.
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`Defendant John W. Childs is a director of the Company.
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`Defendant Douglas Gray is a director of the Company.
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`Defendant Julia P. Gregory is a director of the Company.
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`Defendant Michael T. Heffernan is a director of the Company.
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`Defendant Robert J. Hugin is a director of the Company.
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`Defendant Kishen Mehta is a director of the Company.
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`The defendants identified in paragraphs 10 through 18 are collectively referred to
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`herein as the “Individual Defendants.”
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`SUBSTANTIVE ALLEGATIONS
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`20.
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`Biohaven is a commercial-stage biopharmaceutical company with a portfolio of
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`innovative, best-in-class therapies to improve the lives of patients with debilitating neurological
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`and neuropsychiatric diseases, including rare disorders.
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`21.
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`On May 9, 2022, Biohaven’s Board caused the Company to enter into the Merger
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`Agreement.
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`22.
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`As set forth in the press release announcing the Proposed Transaction:
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`Pfizer Inc. (NYSE: PFE) and Biohaven Pharmaceutical Holding Company Ltd.
`(NYSE: BHVN) today announced that the companies have entered into a definitive
`agreement under which Pfizer will acquire Biohaven, the maker of NURTEC®
`ODT, an innovative dual-acting migraine therapy approved for both acute treatment
`and episodic prevention of migraine in adults.
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`Under the terms of the agreement, Pfizer will acquire all outstanding shares of
`Biohaven not already owned by Pfizer for $148.50 per share in cash. Biohaven
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`3
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`Case 1:22-cv-05988 Document 1 Filed 07/13/22 Page 4 of 10
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`common shareholders, including Pfizer, will also receive 0.5 of a share of New
`Biohaven, a new publicly traded company that will retain Biohaven’s non-CGRP
`development stage pipeline compounds, per Biohaven common share. The boards
`of directors of both Biohaven and Pfizer have unanimously approved the
`transaction. Pfizer will pay transaction consideration totaling approximately $11.6
`billion in cash. Pfizer will also make payments at closing to settle Biohaven’s third
`party debt and for the redemption of all outstanding shares of Biohaven’s
`redeemable preferred stock. The $148.50 cash consideration represents a premium
`of approximately 33% to Biohaven’s volume weighted average selling price of
`$111.70 over the three months prior to the announcement of the transaction.
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`The proposed transaction includes the acquisition of Biohaven’s calcitonin gene-
`related peptide (CGRP) programs including:
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`Rimegepant:
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`Approved in the United States (U.S.) under the trade name, NURTEC® ODT, for
`both the acute treatment of migraine and preventive treatment of episodic migraine
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`Approved in the European Union under the trade name, VYDURA®, for both acute
`treatment of migraine and prophylaxis of episodic migraine
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`Zavegepant:
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`On track for a 2Q2022 acceptance (based on March 2022 submission) in the U.S.
`as an intranasal spray for the acute treatment of migraine and in development as an
`oral soft gel for chronic migraine prevention
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`A portfolio of five pre-clinical CGRP assets
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`“Today’s announcement builds on our legacy of delivering breakthroughs for
`patients living with complex pain disorders and diseases that disproportionately
`impact women,” said Nick Lagunowich, Global President, Pfizer Internal
`Medicine. “NURTEC® ODT, which is already the #1 prescribed migraine
`medicine in its class in the United States, coupled with Biohaven’s CGRP pipeline,
`offers hope for patients suffering from migraine worldwide. We believe Pfizer is
`uniquely positioned to help the portfolio reach its full potential given our leading
`scale and capabilities, including comprehensive field force engagement with
`Primary Care Physicians, specialists and health systems delivering the right
`information at the right time.”
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`This agreement follows on the November 9, 2021 collaboration for the
`commercialization of rimegepant and zavegepant outside the United States, in
`connection with which Pfizer invested $350 million to acquire 2.6% of Biohaven’s
`common stock at $173 per share.
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`4
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`Case 1:22-cv-05988 Document 1 Filed 07/13/22 Page 5 of 10
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`“We are excited to announce Pfizer’s proposed acquisition of Biohaven,
`recognizing the market leadership of NURTEC® ODT, our breakthrough all in one
`migraine therapy, and the untapped potential of our CGRP franchise,” said Vlad
`Coric, MD, Chairman and Chief Executive Officer of Biohaven. “Pfizer’s
`capabilities will accelerate our mission to deliver our migraine medicines to even
`more patients, while the new R&D company is well positioned to bring value to
`patients and shareholders by focusing on our innovative pipeline for neurological
`and other disorders. We believe this transaction represents significant future value
`creation for patients and our collective shareholders.”
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`Following the closing, New Biohaven will continue to operate under the Biohaven
`name. New Biohaven will be led by Vlad Coric, MD, as Chairman and CEO, and
`include other members of the current management team of Biohaven. Biohaven
`common shareholders will receive, for each Biohaven share, 0.5 of a share of New
`Biohaven distributed via a pro rata distribution of SEC-registered, publicly listed
`shares. At distribution, New Biohaven will be capitalized with $275 million of cash.
`New Biohaven will also have the right to receive tiered royalties from Pfizer on any
`annual net sales of rimegepant and zavegepant in the United States in excess of
`$5.25 billion.
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`Pfizer expects to finance the transaction with existing cash on hand.
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`Pfizer’s acquisition of Biohaven is subject to the completion of the New Biohaven
`spin-off transaction and other customary closing conditions, including receipt of
`regulatory approvals and approval by Biohaven’s shareholders. The companies
`expect the transaction to close by early 2023.
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`Due to the proposed transaction, Biohaven will not hold a conference call to discuss
`its first quarter 2022 financial results and will issue a press release and file a
`quarterly report on Form 10-Q with the U.S. Securities and Exchange Commission
`announcing those results on May 10, 2022.
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`J.P. Morgan acted as Pfizer’s financial advisor for the transaction with Ropes &
`Gray LLP acting as its legal advisor. Centerview Partners acted as Biohaven’s
`financial advisor for the transaction with Sullivan & Cromwell LLP acting as its
`legal advisor.
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`23.
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`Defendants filed the Proxy Statement with the SEC in connection with the Proposed
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`Transaction, which omits material information.
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`Financial Projections
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`24.
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`The Proxy Statement omits material information regarding Biohaven’s financial
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`projections, specifically: the line items underlying the financial projections.
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`5
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`Case 1:22-cv-05988 Document 1 Filed 07/13/22 Page 6 of 10
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`25.
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`The disclosure of projected financial information is material because it provides
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`stockholders with a basis to project the future financial performance of a company, and allows
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`stockholders to better understand the financial analyses performed by the company’s financial
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`advisor in support of its fairness opinion.
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`Financial Analyses
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`26.
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`The Proxy Statement omits material information regarding the financial analyses
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`conducted by Centerview Partners (“Centerview”). When a banker’s endorsement of the fairness
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`of a transaction is touted to shareholders, the valuation methods used to arrive at that opinion as
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`well as the key inputs and range of ultimate values generated by those analyses must also be fairly
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`disclosed.
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`27.
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`Regarding Centerview’s Selected Precedent Transactions Analysis, the Proxy
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`Statement fails to disclose: (i) the individual metrics for the transactions utilized by Centerview;
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`(ii) the closing dates of the transactions utilized by Centerview; and (iii) the total values of the
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`transactions utilized by Centerview.
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`28.
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`Regarding Centerview’s Discounted Cash Flow Analysis, the Proxy Statement fails
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`to disclose: (i) the terminal values utilized by Centerview; (ii) the individual inputs and
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`assumptions underlying the discount rates and rate of free cash flow decline utilized by
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`Centerview; (iii) the number of fully diluted shares utilized by Centerview; (iv) the risk-adjusted
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`after-tax unlevered free cash flows utilized by Centerview; and (v) the line items underlying the
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`unlevered free cash flows utilized by Centerview.
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`29.
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`Regarding Centerview’s Analyst Price Target Analysis, the Proxy Statement fails
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`to disclose: (i) the price targets utilized by Centerview; and (ii) the sources of the price targets
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`utilized by Centerview.
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`6
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`Case 1:22-cv-05988 Document 1 Filed 07/13/22 Page 7 of 10
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`30.
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`Regarding Centerview’s Premiums Paid Analysis, the Proxy Statement fails to
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`disclose: (i) the transactions utilized by Centerview; and (ii) the premiums paid in the transactions
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`utilized by Centerview.
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`COUNT I
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`Claim for Violation of Section 14(a) of the Exchange Act and Rule 14a-9 Promulgated
`Thereunder Against the Individual Defendants and Biohaven
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`31.
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`32.
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`Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.
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`The Individual Defendants disseminated the false and misleading Proxy Statement,
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`which contained statements that, in violation of Section 14(a) of the Exchange Act and Rule 14a-
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`9, in light of the circumstances under which they were made, omitted to state material facts
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`necessary to make the statements therein not materially false or misleading. Biohaven is liable as
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`the issuer of these statements.
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`33.
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`The Proxy Statement was prepared, reviewed, and/or disseminated by the
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`Individual Defendants. By virtue of their positions within the Company, the Individual Defendants
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`were aware of this information and their duty to disclose this information in the Proxy Statement.
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`34.
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`The Individual Defendants were at least negligent in filing the Proxy Statement
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`with these materially false and misleading statements.
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`35.
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`The omissions and false and misleading statements in the Proxy Statement are
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`material in that a reasonable stockholder will consider them important in deciding how to vote on
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`the Proposed Transaction. In addition, a reasonable investor will view a full and accurate
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`disclosure as significantly altering the total mix of information made available in the Proxy
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`Statement and in other information reasonably available to stockholders.
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`36.
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`The Proxy Statement is an essential link in causing plaintiff to approve the Proposed
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`Transaction.
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`7
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`Case 1:22-cv-05988 Document 1 Filed 07/13/22 Page 8 of 10
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`37.
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`By reason of the foregoing, defendants violated Section 14(a) of the Exchange Act
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`and Rule 14a-9 promulgated thereunder.
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`38.
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`Because of the false and misleading statements in the Proxy Statement, plaintiff is
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`threatened with irreparable harm.
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`COUNT II
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`Claim for Violation of Section 20(a) of the Exchange Act
`Against the Individual Defendants
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`39.
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`40.
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`Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.
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`The Individual Defendants acted as controlling persons of Biohaven within the
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`meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their positions as
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`officers and/or directors of Biohaven and participation in and/or awareness of the Company’s
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`operations and/or intimate knowledge of the false statements contained in the Proxy Statement,
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`they had the power to influence and control and did influence and control, directly or indirectly,
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`the decision making of the Company, including the content and dissemination of the various
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`statements that plaintiff contends are false and misleading.
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`41.
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`Each of the Individual Defendants was provided with or had unlimited access to
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`copies of the Proxy Statement alleged by plaintiff to be misleading prior to and/or shortly after
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`these statements were issued and had the ability to prevent the issuance of the statements or cause
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`them to be corrected.
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`42.
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`In particular, each of the Individual Defendants had direct and supervisory
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`involvement in the day-to-day operations of the Company, and, therefore, is presumed to have had
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`the power to control and influence the particular transactions giving rise to the violations as alleged
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`herein, and exercised the same. The Proxy Statement contains the unanimous recommendation of
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`the Individual Defendants to approve the Proposed Transaction. They were thus directly involved
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`8
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`Case 1:22-cv-05988 Document 1 Filed 07/13/22 Page 9 of 10
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`in the making of the Proxy Statement.
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`43.
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`By virtue of the foregoing, the Individual Defendants violated Section 20(a) of the
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`Exchange Act.
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`44.
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`As set forth above, the Individual Defendants had the ability to exercise control
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`over and did control a person or persons who have each violated Section 14(a) of the Exchange
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`Act and Rule 14a-9, by their acts and omissions as alleged herein. By virtue of their positions as
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`controlling persons, these defendants are liable pursuant to Section 20(a) of the Exchange Act. As
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`a direct and proximate result of defendants’ conduct, plaintiff is threatened with irreparable harm.
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`PRAYER FOR RELIEF
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`WHEREFORE, plaintiff prays for judgment and relief as follows:
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`A.
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`Preliminarily and permanently enjoining defendants and all persons acting in
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`concert with them from proceeding with, consummating, or closing the Proposed Transaction;
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`B.
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`In the event defendants consummate the Proposed Transaction, rescinding it and
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`setting it aside or awarding rescissory damages;
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`C.
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`Directing the Individual Defendants to disseminate a Proxy Statement that does not
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`contain any untrue statements of material fact and that states all material facts required in it or
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`necessary to make the statements contained therein not misleading;
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`D.
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`Declaring that defendants violated Sections 14(a) and/or 20(a) of the Exchange Act,
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`as well as Rule 14a-9 promulgated thereunder;
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`E.
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`Awarding plaintiff the costs of this action, including reasonable allowance for
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`plaintiff’s attorneys’ and experts’ fees; and
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`F.
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`Granting such other and further relief as this Court may deem just and proper.
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`9
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`Case 1:22-cv-05988 Document 1 Filed 07/13/22 Page 10 of 10
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`JURY DEMAND
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`Plaintiff hereby requests a trial by jury on all issues so triable.
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`Dated: July 1(cid:22), 2022
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`GRABAR LAW OFFICE
`
`By:
`
`Joshua H. Grabar (#5906953)
`One Liberty Place
`1650 Market Street, Suite 3600
`Philadelphia, PA 19103
`267-507-6085
`jgrabar@grabarlaw.com
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`Counsel for Plaintiff
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`10
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