By Colin Kellaher
The Delaware Supreme Court on Friday said German health-care company Fresenius can walk away from its $4.3 billion deal buy generic-drug maker Akorn, sending Akorn shares down more than 30%.
Fresenius in April said it was terminating the deal, struck a year earlier, because Akorn hadn't fulfilled several closing conditions and because it found material breaches of Food and Drug Administration data-integrity requirements relating to Akorn's operations during its independent investigation.
Akorn sued Fresenius seeking to enforce the deal, but a Delaware Chancery Court upheld the termination. Akorn appealed the ruling, arguing that the court erred in several ways.
However, the Delaware Supreme Court on Friday said the record supports the lower court's finding that Akorn "had suffered a material adverse effect...that excused any obligation on Fresenius's part to close," and that Fresenius had properly terminated the merger.
Shares of Akorn fell 33.8% in Friday morning trading to $3.70, some 89% below the $34 a share Fresenius has agreed to pay for the company.
Write to Colin Kellaher at firstname.lastname@example.org