WELCOME TO THE BIOVERATIV STOCKHOLDER SETTLEMENT WEBSITE

This website has been established to provide general information related to the proposed settlement (the "Settlement") of the case known as Stewart N. Goldstein, M.D. v. Alexander J. Denner, et al., C.A. No. 2020-1061-JTL. The Court which will be ruling on the Settlement is the Court of Chancery of the State of Delaware. The capitalized terms used on this website, and not otherwise defined, shall have the same meanings ascribed to them in the Notice of Pendency and Proposed Settlement of Class Action dated June 26, 2024 (the "Notice"), which can be found and downloaded by clicking on the Case Documents tab above. Your rights may be affected by the Settlement if you held outstanding shares of Bioverativ common stock, either of record or beneficially, at any time during the period from May 24, 2017, through and including, March 8, 2018 (the "Class Period").

The Settlement resolves all actual and potential claims against the Defendants arising from or relating to the acquisition of Bioverativ by Sanofi, whereby Bioverativ stockholders received $105.00 in cash for each share of Bioverativ common stock. Following the earlier settlement of all other claims of the Class relating to the acquisition, this Settlement resolves claims that defendant Denner breached his fiduciary duties by causing Sarissa to acquire Bioverativ common stock on the basis of material non-public information related to the acquisition, and Sarissa aided and abetted that breach of fiduciary duty. In consideration of the Settlement, a total of $40 million ($40,000,000) in cash will be deposited into an account and will be distributed to the Settlement Payment Recipients (described in the Notice) according to the Plan of Allocation (described in the Notice).

The Court appointed the law firms of Prickett, Jones & Elliott, P.A., Cooch & Taylor P.A., Robbins Geller Rudman & Dowd LLP and Johnson Fistel LLP as Plaintiff's Counsel to represent you and the other Class Members. You will not be directly charged for these lawyers. They will be paid from the Settlement Fund to the extent the Court approves their application for fees and expenses. If you want to be represented by your own lawyer, you may hire one at your own expense.

WHAT IS THIS LAWSUIT ABOUT?

On January 21, 2018, the board of directors (the “Board”) of Bioverativ, a Delaware corporation, approved the Company’s entry into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Bioverativ agreed to be acquired by Sanofi (the “Acquisition”) for $105.00 per share (the “Acquisition Consideration”).

On January 22, 2018, Bioverativ announced that it had entered into the Merger Agreement, which provided for a tender offer (the “Tender Offer”) followed by a merger pursuant to 8 Del. C. § 251.

On February 7, 2018, Sanofi commenced the Tender Offer.

On February 27, 2018, Plaintiff sent a letter to the Board of Bioverativ demanding inspection of Bioverativ’s books and records, pursuant to 8 Del. C. § 220.

On March 6, 2018, Bioverativ responded to Plaintiff’s inspection demand letter.

On March 7, 2018, Plaintiff filed a lawsuit in the Court, pursuant to Section 220 of the Delaware General Corporation Law, captioned Stewart N. Goldstein, M.D. v. Bioverativ Inc., C.A. No. 2018-0156-JTL (Del. Ch.) (the “§ 220 Action”), seeking to compel inspection of Bioverativ’s books and records.

On March 7, 2018, the Tender Offer closed with stockholders having tendered sufficient shares of common stock to satisfy the minimum tender condition of the Merger Agreement.

On March 8, 2018, the Acquisition was completed and Bioverativ became a wholly-owned subsidiary of Sanofi. Following briefing and negotiations between Plaintiff’s Counsel and Bioverativ’s counsel, Bioverativ produced books and records for inspection by Plaintiff to resolve the § 220 Action.

On December 15, 2020, Plaintiff filed his Verified Class Action Complaint (the “Complaint”), alleging: (i) in Count I that defendants Denner, John Cox (“Cox”), Anna Protopapas (“Protopapas”), Brian Posner (“Posner”), Louis Paglia (“Paglia”), and Geno Germano (“Germano”), in their capacities as directors of Bioverativ, breached their fiduciary duties to Bioverativ’s stockholders in connection with the Acquisition and disclosures relating thereto; (ii) in Count II that defendants Cox, John Greene (“Greene”), and Andrea DiFabio (“DiFabio”), in their capacities as officers of Bioverativ, breached their fiduciary duties to Bioverativ’s stockholders in connection with the Acquisition and disclosures relating thereto; (iii) in Count III that defendant Denner breached his fiduciary duties in connection with his purchase of 1,010,000 shares of Bioverativ common stock through Sarissa in May 2017, relying upon material, non-public information and profited when he was paid $105.00 per share by Sanofi for those 1,010,000 shares in the Acquisition; and (iv) in Count IV that Sarissa aided and abetted Denner’s breaches of fiduciary duty for the conduct alleged in Count III.

On March 17, 2021, Defendants and the Former Defendants (defined below) filed briefs in support of motions to dismiss Plaintiff’s Complaint. Briefing on Defendants’ and the Former Defendants’ motions to dismiss was completed on June 18, 2021.

On September 27, 2021, Plaintiff served his first request for production of documents. Defendants and the Former Defendants filed a motion for a protective order staying discovery on October 8, 2021. After briefing, the Court denied the motion for a protective order staying discovery on November 18, 2021.

On May 26, 2022, the Court issued a memorandum opinion denying the motions to dismiss as to Counts I and II of the Complaint. On June 2, 2022, the Court issued a memorandum opinion denying the motion to dismiss as to Counts III and IV of the Complaint.

The Parties engaged in extensive factual discovery, including by preparing, serving, and responding to requests for production of documents and interrogatories, serving subpoenas on third parties, negotiating privilege disputes, taking and defending depositions, and engaging in various written and oral communications concerning the scope of discovery. Plaintiff has obtained and reviewed approximately 152,119 documents (over 1 million pages) from Defendants, Former Defendants, and nine non-parties, including Bioverativ, Sanofi, J.P. Morgan Securities LLC and Guggenheim Securities LLC (the financial advisors to Bioverativ in connection with the Acquisition), Lazard Frères & Co. (the financial advisor to Sanofi in connection with the Acquisition), Biogen Inc. (the company from which Bioverativ was spun off in 2017), Paul, Weiss, Rifkind, Wharton & Garrison LLP (the counsel to Bioverativ in connection with the Acquisition), and two wireless service providers. Plaintiff produced documents, responded to three sets of interrogatories (88 interrogatories, excluding subparts) from Defendants and Former Defendants and was deposed by Defendants. Plaintiff’s Counsel took 16 depositions and propounded 33 interrogatories (excluding subparts) to Defendants and each Former Defendant.

The Parties engaged in extensive expert witness discovery. Plaintiff served one expert report. Defendants served four expert reports, including two opening reports and two rebuttal reports. Plaintiff’s expert was deposed, and Plaintiff’s Counsel deposed each of Defendants’ four experts.

On April 14, 2023, Plaintiff, the Former Defendants, Bioverativ, and Sanofi filed a Stipulation and Agreement of Compromise and Partial Settlement with the Court, memorializing a settlement of certain claims in exchange for $84 million (the “2023 Partial Settlement”). Defendants were not parties to the 2023 Partial Settlement but, by virtue of the definition of “Released Defendant Parties” and “Released Plaintiff’s Claims” (as defined in the 2023 Partial Settlement), were released of certain claims, but not the Non-Released Plaintiff’s Claims (as defined in the 2023 Partial Settlement).

On September 14, 2023, the Court entered the Order and Partial Final Judgment approving the 2023 Partial Settlement. Pursuant to that Order, Defendants and the Former Defendants were released from the following claims:

to the fullest extent permitted by Delaware law in stockholder class action settlements, any and all manner of claims, including Unknown Claims (as defined herein), suits, actions, causes of actions, demands, liabilities, losses, rights, obligations, duties, damages, diminution in value, disgorgement, debts, costs, expenses, interest, penalties, fines, sanctions, fees, attorneys’ fees, expert or consulting fees, agreements, judgments, decrees, matters, allegations, issues, and controversies of any kind, nature, or description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or unapparent, foreseen or unforeseen, matured or unmatured, suspected or unsuspected, liquidated or unliquidated, fixed or contingent, whether based on state, local, federal, foreign, statutory, regulatory, common, or other law or rule that, (i) were alleged, asserted, set forth, or claimed in the Action or the §220 Action, or (ii) could have been alleged, asserted, set forth, or claimed in the Action or the §220 Action or in any other action or in any other court, tribunal, or proceeding by Plaintiff or any other member of the Class individually, on behalf of the Class directly, or on behalf of Bioverativ derivatively, and that are based upon, arise out of, or relate to (1) the Acquisition or (2) any allegations, transactions, facts, matters, disclosures, representations, or omissions involved or referenced in the Complaint. Notwithstanding the above, (i) any claim to enforce the Stipulation or Judgment shall not be released as to the Settling Defendants, and (ii) the Non-Released Plaintiff’s Claims shall not be released as to Denner, Sarissa Capital, and/or the Sarissa Parties and Affiliates.

Following the Court’s approval of the 2023 Partial Settlement, only the Non-Released Plaintiff’s Claims remained to be resolved, which were defined in the 2023 Partial Settlement as follows:

the claims that Plaintiff asserts against Denner in Count III of the Complaint for breach of fiduciary duty and against Sarissa Capital in Count IV of the Complaint for aiding and abetting the breach of fiduciary duty alleged in Count III of the Complaint, based on Denner and Sarissa Capital’s acquisition of 1,010,000 shares of Bioverativ common stock in May 2017 while allegedly in possession of material, non-public information, for money damages or equitable relief (including disgorgement of profits and improper gains or benefits) in an amount not to exceed the difference between the consideration paid by Denner and Sarissa Capital for the 1,010,000 shares of Bioverativ common stock in May 2017 and the Acquisition Consideration of $105 per share, plus any pre- and post-judgment interest thereon. Nothing in this Stipulation, the Judgment, or the Settlement shall prevent Plaintiff from presenting any evidence or making any arguments in support of proving that Denner and Sarissa Capital are liable for the Non-Released Plaintiff’s Claims.

On November 14, 2023, Plaintiff filed his Motion for Sanctions Due to the Sarissa Defendants’ Spoliation of Evidence. On January 26, 2024, after briefing and argument on the motion, the Court issued an Opinion Imposing Sanctions for Failure to Preserve Electronically Stored Information (the “Sanctions Ruling”). Goldstein v. Denner, 310 A.3d 548 (Del. Ch. 2024). Pursuant to the Sanctions Ruling, “the court will presume at trial that [Sarissa] traded on the basis of a non-public approach from an acquiror. The court also will presume that [Sarissa]’s trading caused the sale process to fall outside a range of reasonableness.” Id. at 558. Also pursuant to the Sanctions Ruling, “the court will require the defendants to meet a burden of proof that is increased by one level. Rather than rebutting the presumptions or proving issues by a preponderance of the evidence, the defendants will have to adduce clear and convincing evidence.”

On December 8, 2023, Plaintiff filed his Motion for Class Certification. On February 8, 2024, after briefing on the motion, the Court issued its Order Granting Motion for Class Certification, certifying the Class (defined below) and appointing Plaintiff as the class representative for the Class.

On January 23, 2024, Plaintiff filed his Motion to Compel Production of Documents Related to the SEC Subpoenas.

On February 22, 2024, after briefing and argument on the motion, the Court granted the motion in part, ordering Defendants to produce documents they had provided to the SEC to Plaintiff, along with certain additional documents.

On February 5, 2024, Defendants filed an Application for Certification of an Interlocutory Appeal of the Sanctions Ruling.

On February 26, 2024, Defendants filed a Notice of Appeal of the Sanctions Ruling with the Supreme Court of the State of Delaware.

On February 26, 2024, the Court recommended that the Delaware Supreme Court refuse to accept Defendants’ Interlocutory Appeal. Goldstein v. Denner, 2024 WL 776033 (Del. Ch. Feb. 26, 2024). In its opinion, the Court stated: “One of the issues at trial will be whether Denner and Sarissa acted with scienter by trading based on what they knew about Sanofi’s approach. There are several disputes of fact that are relevant to a finding of intent. The [Sanctions Ruling] did not resolve any of them.”

On March 14, 2024, the Supreme Court of the State of Delaware issued an order refusing Defendants’ interlocutory appeal. Denner v. Goldstein, 2024 WL 1103110 (Del. Mar. 14, 2024).

On March 22, 2024, the parties filed a Stipulated [Proposed] Pre-Trial Order.

On March 25, 2024, Plaintiff filed his Motion in Limine to Preclude Trial Testimony from Late-Identified Witnesses.

On April 1, 2024, after briefing and argument, the Court issued its Order Granting Plaintiff’s Motion in Limine to Preclude trial Testimony From Late-Identified Witnesses. Goldstein v. Denner, 2024 WL 1599501 (Del. Ch. Apr. 1, 2024).

On April 12, 2024, the Parties simultaneously filed pre-trial briefs. The pre-trial briefs reflected that the material issues to be tried included the following:

• First, whether Plaintiff had standing to assert claims challenging Defendants’ use of material non-public information when acquiring shares of Bioverativ common stock in May 2017. This included disputes as to whether Denner committed breaches of fiduciary duty that resulted in either an unfair Acquisition price or an unfair process leading to the Acquisition, and whether, as a matter of law, after the merger, Plaintiff had standing to bring a claim for a breach of fiduciary duty that resulted in an unfair process but not an unfair price;

• Second, whether Defendants had material non-public information at the time of Sarissa’s purchases. This included disputes as to whether Sanofi’s alleged May 2017 expression of interest in acquiring Bioverativ for $90.00 per share constituted material non-public information at the time of Sarissa’s purchases; and

• Third, whether Defendants acquired Bioverativ common stock with the requisite state of mind for a finding of liability, because they were motivated, in whole or in part, by material non-public information. The pre-trial briefs also reflected that, as relief, Plaintiff sought disgorgement of Sarissa’s $49,709,088 profit realized when the shares purchased in May 2017 were acquired by Sanofi in the Acquisition. In addition to this amount, Plaintiff sought pre-judgment interest.

On April 19, 2024, the Court held a pre-trial conference and entered the Pre-Trial Order.

Trial was scheduled to commence on April 29, 2024. As of April 22, 2024, the Parties had, among other things, exchanged witness lists and joint trial exhibit lists and provided a litigation-support vendor with over 800 joint trial exhibits.

During the course of the litigation, the Parties periodically engaged in settlement negotiations, which included settlement negotiations with extensive assistance of former U.S. District Judge Layn R. Phillips as mediator. Judge Phillips previously assisted in mediation sessions that resulted in the 2023 Partial Settlement. On April 22, 2024, Judge Phillips made a mediator’s recommendation that the Parties settle the remaining claims in this Action for $40 million, which the Parties accepted. After the Parties accepted the mediator’s recommendation, the Court was promptly notified, and the trial was taken off the Court’s calendar.

The Stipulation is intended to fully, finally, and forever release, resolve, remise, compromise, settle, and discharge the Released Plaintiff’s Claims and the Released Defendants’ Claims with prejudice.

The entry by the Parties into the Stipulation is not, and shall not be construed as or deemed to be evidence of, an admission as to the merit or lack of merit of any claims or defenses that were asserted or could have been asserted in the Action.

Plaintiff continues to believe that his claims have legal merit, but also believes that the Settlement provides substantial and immediate benefits for the Class. In addition to these substantial benefits, Plaintiff and Plaintiff’s Counsel (defined below) have considered: (i) the difficulty and risk of collecting any judgment; (ii) the attendant risks of continued litigation and the uncertainty of the outcome of the Released Plaintiff’s Claims; (iii) the probability of success on the merits of the Released Plaintiff’s Claims; (iv) issues with respect to proof and possible defenses at trial and the delay and uncertainty that could be incurred by any appeal; (v) the desirability of permitting the Settlement to be consummated according to its terms; (vi) the expense and length of continued proceedings necessary to prosecute the Released Plaintiff’s Claims against Defendants through trial and appeals; and (vii) the conclusion of Plaintiff and Plaintiff’s Counsel that the terms and conditions of the Stipulation are fair, reasonable, and adequate, and that it is in the best interests of the Class to settle the Released Plaintiff’s Claims on the terms set forth in the Stipulation.

Based on Plaintiff’s Counsel’s extensive review and analysis of the relevant facts, allegations, defenses, and controlling legal principles, which has been ongoing since 2018, Plaintiff’s Counsel believe that the Settlement set forth in the Stipulation is fair, reasonable, and adequate, and confers substantial benefits upon the Class. Based upon Plaintiff’s Counsel’s evaluation as well as Plaintiff’s own evaluation, Plaintiff has determined that the Settlement is in the best interests of the Class and has agreed to the terms and conditions set forth therein.

Defendants deny any and all allegations of wrongdoing, liability, breach of fiduciary duty, violations of law, or damages arising out of or related to any of the conduct, statements, acts, or omissions alleged in the Action, and maintain that their conduct was at all times proper, in compliance with applicable law, and in the best interests of Bioverativ and its stockholders. Each of the Defendants asserts that, at all relevant times, he or it acted in good faith, and in a manner reasonably believed to be in the best interests of Bioverativ and all of its stockholders. The Settlement and the Stipulation shall in no event be construed as, or deemed to be, evidence of or an admission or concession on the part of the Defendants with respect to any claim, any legal or factual allegation, any fault, any wrongdoing, any breach of duty, any liability, any harm or damage whatsoever, or any infirmity in the defenses that the Defendants have or could have asserted. Defendants enter into the Stipulation solely because they consider it desirable that the Released Plaintiff’s Claims be settled and dismissed with prejudice in order to: (i) eliminate the uncertainty, burden, inconvenience, distraction, and expense of further litigation, and (ii) finally and forever put to rest, resolve, and terminate the Released Plaintiff’s Claims.

Plaintiff, for himself and on behalf of the Class, Defendants, and the Sanofi Parties agree that the Settlement is intended to and will resolve the Released Plaintiff’s Claims against the Released Defendant Parties.

WHAT DOES THE SETTLEMENT PROVIDE?

The proposed Settlement will create a cash settlement fund of $40,000,000 (the “Settlement Fund”). The Settlement Fund will be administered by the Administrator and the Escrow Agent and shall be used: (i) to pay all Administrative Costs; (ii) to pay any Fee and Expense Award; (iii) to pay any Taxes and Tax Expenses; and (iv) following the payment of (i), (ii), and (iii) herein, for subsequent disbursement of the Net Settlement Fund to the Settlement Payment Recipients as outlined in the Notice.

ADDITIONAL INFORMATION

Although the information in this website is intended to assist you, it does not replace the information contained in the Notice and Stipulation, both of which can be found and downloaded by clicking on the Case Documents tab above. We recommend that you read the Notice and other relevant case documents carefully.

IMPORTANT DATES AND DEADLINES