Novo Nordisk $32M Emisphere Securities Settlement

Novo Nordisk A/S

Consumers who held shares of Emisphere Technologies Inc. common stock as of the Dec. 8, 2020, closing of Novo Nordisk A/S's acquisition of the company and received payment for those shares may qualify to receive a cash payment from a class action settlement.

Novo Nordisk A/S agreed to pay $32 million to resolve a class action lawsuit alleging breaches of fiduciary duty related to its acquisition of Emisphere Technologies Inc. The lawsuit claimed certain Emisphere directors and controlling shareholders diverted transaction consideration from minority shareholders, entered into the transaction at an inopportune time and on unfair terms, and failed to provide all material information to minority shareholders.

Who are the class members?

The class consists of individuals and entities who:

Held shares of Emisphere Technologies Inc. common stock as of the closing of Novo Nordisk A/S's acquisition on Dec. 8, 2020
Received consideration for those shares as part of the acquisition

The class does not include individuals who held shares for which appraisal rights were perfected, such as shares held by Frank Funds in the related appraisal action.

How much can class members get?

Pro rata payment: The total settlement fund is $32 million, which the settlement administrator will distribute to eligible class members after deducting attorneys’ fees, litigation expenses, settlement administration costs and taxes.

The amount each class member receives is based on the number of eligible shares they held at the time of the acquisition and for which they received consideration.

The settlement administrator will divide the net settlement fund on a per-share basis among all eligible class members.

No action needed to receive payment

Class members do not need to submit a claim form or take any action to receive their payment. The settlement administrator will use records from the Depository Trust Co. and Emisphere to identify eligible shareholders and distribute payments automatically.

Settlement administrator’s contact information: Emisphere Stockholder Settlement c/o A.B. Data Ltd., P.O. Box 173103 Milwaukee, WI 53217, 877-829-4146, info@emispherestockholdersettlement.com

Payout options

Class members who held shares through the Depository Trust Co. will have payment routed through DTC participants to beneficial owners.
Class members who held shares directly will receive payment to the record holder.

$32 million settlement fund breakdown

The $32,000,000 settlement covers:

Settlement administration costs: Initial $500,000 with additional costs subject to court approval
Attorneys’ fees: Up to $9,600,000

Service awards to class representatives: Up to $15,000 each (paid from attorneys’ fees)

Attorneys’ expenses: Up to $1,200,000
Payments to eligible class members: Remainder of the fund

Important dates

Fairness hearing: Oct. 17, 2025

When is the Emisphere Technologies Inc. stockholders litigation payout date?

The settlement administrator will issue payments to eligible class members as soon as practicable after the court grants final approval and resolves any appeals.

Why is there a class action settlement?

The class action lawsuit alleged certain Emisphere directors and controlling shareholders breached their fiduciary duties in connection with Novo Nordisk A/S's acquisition. The plaintiffs claimed Emisphere unfairly diverted transaction consideration from minority shareholders, entered into the transaction at an inopportune time and on unfair terms, and failed to provide all material information to other directors and minority shareholders.

The defendants denied all allegations of wrongdoing. The parties agreed to settle to avoid the risks, costs and delays of continued litigation and to provide a prompt and certain benefit to class members.