MILWAUKEE, Aug. 26, 2013 (GLOBE NEWSWIRE) -- We are investigating the Board of Directors of Onyx for possible breaches of fiduciary duty and other violations of state law in connection with the sale of Onyx to Amgen.
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Onyx's long-term financial outlook is very positive and yet Onyx shareholders will receive only $125 per share. Amgen is well aware of Onyx's improving financial metrics and is purchasing Onyx at a substantial discount. The merger agreement unreasonably limits prospective bids for Onyx by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Onyx receive and accept a superior bid. Onyx insiders, their affiliates and other majority shareholders own significant voting units of Onyx, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of Onyx not necessarily in the best interests of non-insider shareholders. In light of these facts, our investigation centers on the conduct of Onyx's Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Onyx given its current financial condition and prospects.
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CONTACT: Ademi & O'Reilly, LLP Guri Ademi 3620 East Layton Ave. Cudahy, WI 53110 Toll Free: (866) 264-3995 Fax: (414) 482-8001 www.ademilaw.comSource:Ademi & O'Reilly, LLP