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Axelrod V. Kite Pharma, Inc. Et

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Axelrod V. Kite Pharma, Inc. Et Case 2:17-cv-06684 Document 1 Filed 09/11/17 Page 1 of 26 Page ID #:1 1 Rosemary M. Rivas (State Bar No. 209147) Email: [email protected] 2 LEVI & KORSINSKY, LLP 44 Montgomery Street, Suite 650 3 San Francisco, California 94104 Telephone: (415) 291-2420 4 Facsimile: (415) 484-1294 5 Counsel for Plaintiff Merry Axelrod 6 7 8 UNITED STATES DISTRICT COURT 9 FOR THE CENTRAL DISTRICT OF CALIFORNIA 10 MERRY AXELROD, individually and on Case No. 2:17-cv-6684 behalf of all others similarly situated, 11 CLASS ACTION Plaintiff, 12 CLASS ACTION COMPLAINT FOR v. VIOLATION OF SECTIONS 14(d)(4), 13 14(e), AND 20(a) OF THE KITE PHARMA, INC., ARIE SECURITIES EXCHANGE ACT OF 14 BELLDEGRUN, DAVID BONDERMAN, 1934 FARAH CHAMPSI, IAN CLARK, ROY 15 DOUMANI, FRANZ HUMER, JOSHUA JURY TRIAL DEMANDED A. KAZAM, RAN NUSSBAUM, JON 16 PEACOCK, STEVEN B. RUCHEFSKY, OWEN N. WITTE, GILEAD SCIENCES, 17 INC., and DODGE MERGER SUB, INC., 18 Defendants. 19 20 Plaintiff Merry Axelrod (“Plaintiff”), by her attorneys, alleges upon information 21 and belief, except for her own acts, which are alleged on knowledge, as follows: 22 INTRODUCTION 23 1. Plaintiff brings this action on behalf of herself and the public stockholders 24 of Kite Pharma, Inc. (“Kite” or the “Company”) against Kite and members of its Board 25 of Directors (collectively, the “Board” or the “Individual Defendants,” as further defined 26 below, and together with the Company “Defendants”) for violations of Section 14(d)(4), 27 15 U.S.C. § 78n(d)(4), of the Securities and Exchange Act of 1934 (the “Exchange Act”), 28 U.S. Securities and Exchange Commission (the “SEC”) Rule 14d-9 promulgated 30 1 Case No. 2:17-cv-6684 CLASS ACTION COMPLAINT FOR VIOLATION OF SECTIONS 14(D)(4), 14(E), AND 20(A) 31 OF THE SECURITIES EXCHANGE ACT OF 1934 32 Case 2:17-cv-06684 Document 1 Filed 09/11/17 Page 2 of 26 Page ID #:2 1 thereunder, 17 C.F.R. § 240, 14d-9, and 14(e) and 20(a) of the Exchange Act, 15 U.S.C. 2 §§ 78n(e), 78t(a). Specifically, Defendants solicit the tendering of stockholder shares in 3 connection with the sale of the Company to Gilead Sciences, Inc. (“Gilead” or “Parent”), 4 through a recommendation statement that omits material facts necessary to make the 5 statements therein not false or misleading. Unless these disclosure deficiencies are 6 cured, the Company’s stockholders will be forced to decide whether to tender their 7 shares based upon a materially incomplete and misleading Recommendation Statement 8 (defined below). 9 2. On August 28, 2017, Kite issued a press release announcing that they had 10 entered into an Agreement and Plan of Merger dated August 27, 2017 (the “Merger 11 Agreement”), by which Gilead’s wholly-owned subsidiary, Dodgers Merger Sub, Inc. 12 (“Purchaser”), would commence a tender offer (the “Tender Offer”) to acquire all of the 13 outstanding shares of Kite common stock for $180.00 per share in cash (the “Offer 14 Consideration”). The Tender Offer, commenced September 5, 2017, is set to expire one 15 minute after 11:59 p.m. Eastern Time, on October 2, 2017. The proposed merger 16 transaction between Kite and Gilead (the “Proposed Transaction”) has a total value of 17 approximately $11.9 billion. 18 3. In connection with the commencement of the Tender Offer, on 19 September 5, 2017, the Company filed a recommendation statement on a Schedule 14D- 20 9 (the “Recommendation Statement”) with the SEC. The Recommendation Statement 21 is materially incomplete and misleading because, inter alia, it fails to disclose material 22 information about the facts and circumstances that led up to the Proposed Transaction. 23 Without all material information, Kite stockholders cannot make a properly informed 24 decision regarding whether to tender their shares. The failure to adequately disclose 25 such material information constitutes a violation of Sections 14(d)(4), 14(e), and 20(a) 26 of the Exchange Act as stockholders need such information in order to make a fully- 27 informed decision regarding whether to tender their shares in connection with the 28 Proposed Transaction. 30 2 Case No. 2:17-cv-6684 CLASS ACTION COMPLAINT FOR VIOLATION OF SECTIONS 14(D)(4), 14(E), AND 20(A) 31 OF THE SECURITIES EXCHANGE ACT OF 1934 32 Case 2:17-cv-06684 Document 1 Filed 09/11/17 Page 3 of 26 Page ID #:3 1 4. For these reasons, and as set forth in greater detail infra, the Individual 2 Defendants have violated the federal securities laws and regulations promulgated 3 thereunder. Accordingly, Plaintiff seeks to enjoin the close of the Tender Offer or, in 4 the event the Tender Offer closes without corrective disclosures being made, recover 5 damages resulting from the Defendants’ violations of these laws. Judicial intervention 6 is warranted here to rectify existing and future irreparable harm to the Company’s 7 stockholders. 8 JURISDICTION AND VENUE 9 5. This Court has subject matter jurisdiction under 28 U.S.C. § 1331 (federal 10 question jurisdiction) and Section 27 of the Exchange Act (15 U.S.C. § 78aa) because 11 Plaintiff alleges violations of Sections 14(d), 14(e), and 20(a) of the Exchange Act and 12 SEC Rule 14d-9. 13 6. The Court has personal jurisdiction over each of the Defendants because 14 each either conducts business in and maintains operations in this District or is an 15 individual who either is present in this District for jurisdictional purposes or has 16 sufficient minimum contacts with this District as to render the exercise of jurisdiction by 17 this Court permissible under traditional notions of fair play and substantial justice. 18 7. Venue is proper in this District under Section 27 of the Exchange Act, 19 15 U.S.C. § 78aa, as well as under 28 U.S.C. § 1391, because: (a) Kite maintains its 20 headquarters in this District; (b) the conduct at issue took place and had an effect in this 21 District; (c) a substantial portion of the corporate transactions and wrongs complained 22 of herein occurred here; and (d) Defendants have received substantial compensation and 23 other transfers of money here by doing business here and engaging in activities having 24 an effect in this District. 25 PARTIES 26 8. Plaintiff is, and has been at all relevant times, the owner of shares of 27 ordinary stock of Kite. 28 30 3 Case No. 2:17-cv-6684 CLASS ACTION COMPLAINT FOR VIOLATION OF SECTIONS 14(D)(4), 14(E), AND 20(A) 31 OF THE SECURITIES EXCHANGE ACT OF 1934 32 Case 2:17-cv-06684 Document 1 Filed 09/11/17 Page 4 of 26 Page ID #:4 1 9. Kite is a corporation organized and existing under the laws of the State of 2 Delaware. It maintains its principle executive offices at 2225 Colorado Avenue, Santa 3 Monica, California 90404. Kite’s common stock trades on NASDAQ under the ticker 4 symbol “KITE.” 5 10. Defendant Arie Belldegrun (“Belldegrun”) is the founder of Kite, has 6 served as Chairman of the Board since 2009, and has served as President and Chief 7 Executive Officer (“CEO”) of the Company since March 2014. 8 11. Defendant David Bonderman (“Bonderman”) has served as a director of the 9 Company since February 2011. 10 12. Defendant Farah Champsi (“Champsi”) has served as a director of the 11 Company since May 2013. 12 13. Defendant Ian Clark (“Clark”) has served as a director of the Company 13 since January 2017. 14 14. Defendant Roy Doumani (“Doumani”) has served as a director of the 15 Company since May 2011. 16 15. Defendant Franz Humer (“Humer”) has served as a director of the Company 17 since September 2015. 18 16. Defendant Joshua A. Kazam (“Kazam”) has served as a director of the 19 Company since June 2009. 20 17. Defendant Ran Nussbaum (“Nussbaum”) has served as a director of the 21 Company since May 2013. 22 18. Defendant Jon Peacock (“Peacock”) has served as a director of the 23 Company since March 2014. 24 19. Defendant Steven B. Ruchefsky (“Ruchefsky”) has served as a director of 25 the Company since February 2011. 26 20. Defendant Owen N. Witte (“Witte”) has served as a director of the 27 Company since March 2017. 28 30 4 Case No. 2:17-cv-6684 CLASS ACTION COMPLAINT FOR VIOLATION OF SECTIONS 14(D)(4), 14(E), AND 20(A) 31 OF THE SECURITIES EXCHANGE ACT OF 1934 32 Case 2:17-cv-06684 Document 1 Filed 09/11/17 Page 5 of 26 Page ID #:5 1 21. Defendants Belldegrun, Bonderman, Champsi, Clark, Doumani, Humer, 2 Kazam, Nussbaum, Peacock, Ruchefsky, and Witte are collectively referred to as 3 “Individual Defendants” and/or the “Board.” 4 22. Defendant Gilead, a necessary party named for relief purposes, is a 5 company organized and existing under the laws of Delaware. 6 23. Defendant Purchaser, a necessary party named for relief purposes, is a 7 Delaware corporation and wholly-owned subsidiary of Gilead. 8 CLASS ACTION ALLEGATIONS 9 24. Plaintiff brings this action individually and as a class action on behalf of all 10 holders of Kite common stock who are being, and will be, harmed by Defendants’ 11 actions described herein (the “Class”). Excluded from the Class are Defendants herein 12 and any person, firm, trust, corporation, or other entity related to, controlled by, or 13 affiliated with, any Defendant, including the immediate family members of the 14 Individual Defendants.
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