The proposed acquisition of Akero Therapeutics by pharmaceutical giant Novo Nordisk is encountering significant legal resistance. A trio of prominent law firms has initiated investigations and is preparing lawsuits against the biotech firm’s board of directors. The central allegation claims the supervisory board breached its fiduciary duties by failing to secure maximum value for shareholders through the $5.2 billion transaction.
Contingent Payments Draw Scrutiny
At the heart of the dispute lies the transaction’s payment structure. While shareholders are slated to receive $54 per share in cash, an additional $6 per share is contingent upon a specific future event. These contingent value rights (CVRs) will only be paid if Akero’s lead drug candidate, Efruxifermin, receives U.S. regulatory approval for treating MASH cirrhosis by June 2031.
This conditional payment presents a substantial uncertainty. Efruxifermin has not yet gained this approval and remains in Phase 3 clinical trials as part of the SYNCHRONY program. The extra $6 per share therefore represents a speculative component, entirely dependent on a regulatory milestone that is not required until six years from now.
Legal Pressure Intensifies
The legal landscape for the deal is rapidly evolving. Brodsky & Smith announced its investigation just yesterday, alleging the board of directors failed in its responsibilities during the sale process to Novo Nordisk. This follows similar actions taken by Berger Montague PC earlier this week. The first legal challenge emerged on October 9 from The Ademi Firm, which commenced its review immediately after the transaction’s public announcement.
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The timing of these legal developments coincides with a significant industry event. The 76th annual meeting of the American Association for the Study of Liver Diseases commences today, where Akero is expected to present new 96-week data from its Phase 2b studies of Efruxifermin. These findings could provide crucial insights into the drug’s efficacy profile.
Shareholder Dilemma and Deal Timeline
For Akero shareholders, the acquisition presents a complex decision. The guaranteed cash component of $54 per share must be weighed against the uncertain prospect of additional compensation. As legal firms scrutinize the arrangement for potential inequities, the fundamental question remains whether the deal represents fair value or deprives investors of their full entitlement.
The transaction is currently projected to finalize by the end of 2025, pending the receipt of all necessary regulatory approvals. This timeline allows for continued development of Efruxifermin, though the ultimate payout for shareholders hangs in the balance between immediate gain and potential future reward.
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