Stockholder Sues Alcobra, Arcturus Therapeutics Over Missing Proxy Statement

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Alcobra Ltd., its board of directors, Arcturus Therapeutics, Inc., and Aleph Mergersub, Inc. are facing a proposed class action lawsuit that claims the defendants failed to file a proxy statement in connection with a potential merger between Alcobra and Arcturus. The companies allegedly issued a press release on September 28, 2017 announcing the proposed transaction and informing stockholders that they intended to file a proxy statement with the U.S. Securities Exchange Commission (SEC). The plaintiff claims that as of the date this action was filed, October 20, the defendants still had not issued a proxy statement, yet nevertheless encouraged stockholders to vote in favor of the merger at a November 2 meeting.

The proxy, according to the suit, should contain information concerning the background of the transaction, the financial projections of both companies, details of the valuation analyses performed by Alcobra’s financial advisor, any possible conflicts of interest among the board of directors, and other material information that would allow stockholders to determine for themselves whether the deal is fair. Without this knowledge, the plaintiff argues, stockholders are forced to rely on the board’s recommendation and may be subjected to significant losses if the merger is finalized.