Akorn Asks Court To Require Fresenius To Fulfill Obligations Under Merger Deal

(RTTNews) - Akorn Inc. (AKRX) said Monday that it filed a complaint in Delaware Chancery Court asking that Fresenius Kabi AG be required to fulfill its obligations under the definitive merger agreement.

Akorn said that Fresenius' attempt to terminate the transaction on the pretext that the findings from the ongoing investigation are a breach of the merger agreement is completely without merit.

Akorn said, "The previously disclosed ongoing investigation, of which we have voluntarily notified and are in regular communication with the Food and Drug Administration, has not found any facts that would result in a material adverse effect on Akorn's business and therefore there is no basis to terminate the transaction. The investigation is not a condition to closing and the only remaining condition is approval from the Federal Trade Commission. We intend to vigorously enforce our rights, and Fresenius' obligations, under our binding merger agreement."

On Sunday, Fresenius (FSNUF.PK) said it decided to terminate the company's merger agreement with Akorn, due to Akorn's failure to fulfill several closing conditions.

Fresenius said its decision was based on material breaches of FDA data integrity requirements relating to Akorn's operations found during Fresenius' independent investigation. Fresenius offered to delay its decision in order to allow Akorn additional opportunity to complete its own investigation and present any information it wished Fresenius to consider, but Akorn has declined that offer.

On April 24, 2017, Fresenius Kabi announced it agreed to acquire Akorn, a U.S.-based manufacturer and marketer of prescription and over-the-counter pharmaceutical products, for approximately $4.3 billion, or $34.00 a share, plus the assumption of about $450 million of debt. Closing was expected by early 2018.

Akorn shareholders voted overwhelmingly to approve the transaction on July 19, 2017.