Investor sues to halt Array-Pfizer deal

BOULDER — An Array BioPharma Inc. (Nasdq: ARRY) shareholder filed suit against the company Thursday alleging it misled its shareholders regarding its $11 billion acquisition offer from Pfizer Inc. (NYSE: PFE).

The complaint, filed in the U.S. District Court of Colorado by Larry Guererro, claims Array executives omitted or misrepresented information on Array’s financial forecasts and the sale process in a letter asking them to tender their shares to Pfizer.

Specifically, the suit notes Array did not include all of the line items that went into calculating its projected earnings before interest and taxes and cash flow statements, along with a reconciliation of non-GAAP and GAAP accounting measures.

Array executives and board members stand to gain millions if the acquisition goes through, including CEO Ron Squarer receiving up to $124 million in cash considerations if he remained with the company or up to $85 million in a golden parachute if he left, according to the suit.

The suit also claims the letter to investors mentions another major pharmaceutical company that entered a confidentiality agreement with Array to discuss possible research collaborations or an acquisition bid, but doesn’t mention if that unnamed company had agreed to terms that precluded it from making a better takeover bid than Pfizer.

Guererro is asking the court to delay or stop the acquisition deal until Array releases a more detailed solicitation letter, or to declare the deal null and void in the event Pfizer and Array complete the deal and a jury finds for the plaintiff.

Array’s stock price fell .16 percent to $46.66 on a mixed day of trading Friday, while Pfizer’s stock fell 1.37 percent to $42.40. Array did not respond to a request for comment Friday afternoon. A spokesperson for Pfizer declined to comment, citing pending litigation.

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