Oct. 31--The proposed $81 million purchase of Trimeris that emerged a few weeks ago is the culmination of a three-year campaign to sell the company to the highest bidder. Now a shareholders lawsuit filed against Trimeris seeks to delay that deal.

Since 2006, the Durham biotechnology company has had in-depth acquisition talks with at least five companies, producing an offer that was rejected and two offers that collapsed because of a lack of financing, according to documents filed with the Securities and Exchange Commission.

Earlier this month, a South Korean company launched a tender offer to acquire Trimeris, the developer of the AIDS drug Fuzeon, for $3.60 a share. The offer made by Arigene has the support of Trimeris' board.

The lawsuit filed against Trimeris in federal court in Greensboro claims that material Trimeris distributed to shareholders in support of the offer contains "materially misleading information and omissions of material fact."

The lawsuit asks the court to require the company to provide "accurate and complete" information about the sales process so that shareholders can make an informed decision on the Arigene proposal. Among other things, it claims that Trimeris hasn't disclosed what strategic alternatives other than a sale were explored by the company's adviser, investment banker Goldman Sachs; and that important details of negotiations with other potential buyers are lacking.

The company also should have disclosed why, last November, it rejected a $4-a-share offer from an unidentified company as "inadequate," the lawsuit contends.

Shortly after rejecting that offer, Trimeris' board approved a special dividend of $1 per share -- a total payment of about $22 million. After the dividend was announced, the company that had offered $4 said it would reduce its offer to about $3 a share. The company subsequently lost its financing sources for the deal, according to documents filed by Trimeris.

Efforts to reach Trimeris executives for comment were unsuccessful. Trimeris has just a handful of employees. Its partner, the Swiss pharmaceutical giant Roche, manufactures and markets Fuzeon, which is Trimeris' only product.

This summer, a company that initially offered $3 a share for Trimeris indicated it would raise its offer to $3.60 -- the same price Arigene has proposed -- but that deal collapsed when the company failed to obtain adequate financing, according to Trimeris documents.

Arigene most recently has been in the entertainment business, but in July it decided to morph into a biotechnology company, according to one of its SEC filings. That decision coincided with an influx of new investors in the company led by Sang-Baek Park, now Arigene's CEO and previously head of a medical device company.

Arigene plans to hire researchers to develop the next generation of Fuzeon, but those new researchers will be based in South Korea.

Arigene's tender offer extends through Nov. 16.

david.ranii@newsobserver.com or 919-829-4877

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