Plumbers & Steamfitters Local 60 Pension Plan, Metairie, La., filed a class-action lawsuit on Monday against AbbVie Inc., several AbbVie executives and Shire PLC regarding the combination of the two firms.
The lawsuit, filed in Delaware Chancery Court in Wilmington, claims pharmaceutical firm AbbVie's $54 billion acquisition of its European competitor Shire PLC, which AbbVie announced in July, would unreasonably create a capital gains tax liability for shareholders as a result of the new merged holding company being organized on the island of Jersey in the Channel Islands.
The lawsuit also claims the agreed termination fee of $500 million that would mount if shareholders vote against the acquisition is excessive, and it also seeks further disclosure of the role of J.P. Morgan Chase, which is both financial adviser to AbbVie's board and is financing the merger.
The lawsuit seeks an injunction to prevent AbbVie from holding the special shareholder meeting to vote on the combination until the pension fund's concerns are addressed, and also to find members of the board liable for breaking their fiduciary duties.
As of Dec. 31, 2012, the Plumbers & Steamfitters Local 60 Pension Plan had $59 million in assets, according to the plan's most recent Form 5500 filing.
Jeremy Friedman, partner at Friedman Oster, the pension fund's counsel, declined to comment. Curtis Mezzic, Local 60 business manager and plan administrator; and Angela Sekston, AbbVie spokeswoman, did not return phone calls by press time.