Ignyta, Roche Accused of Misleading Investors About Acquisition

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Ignyta, Inc., its board of directors, Roche Holdings, Inc., and Abingdon Acquisition Corp. are facing a securities lawsuit that takes issue with a possibly misleading solicitation statement the defendants filed in connection with Roche’s proposed acquisition of Ignyta. According to the complaint, the statement was missing information concerning Ignyta’s financial projections and the valuation analyses performed by its financial advisors – Merrill Lynch, Pierce Fenner & Smith Incorporated and J.P. Morgan Securities LLC.

Additionally, the suit claims the defendants failed to provide investors with enough information regarding potential conflicts of interest among Ignyta’s board of directors and financial advisors. The solicitation statement allegedly noted that Merrill Lynch and J.P. Morgan had both provided services for the defendants in the past, but neglected to disclose the timing, nature, and compensation involved. Furthermore, J.P. Morgan’s fairness opinion seemingly contradicted this information, claiming the advisor had never engaged with Roche in the past, according to the suit.

As for the board of directors, the suit claims investors were not informed of any communications in which Ignyta’s officers participated concerning their future employment with the new company.