We are investigating possible breaches of fiduciary duty and other violations of law by the board of directors of Zogenix, Inc. (“Zogenix” or the “Company”) (NASDAQ:ZGNX), in connection with the proposed acquisition of the Company by UCB S.A.(“UCB”) (Euronext: UCB) via a tender offer. Under the terms of the acquisition agreement, the Company’s shareholders will receive $26.00 in cash, plus a contingent value right for a potential cash payment of $2.00, for each share of Zogenix common stock that they hold.  The transaction is valued at approximately $1.9 billion.

WeissLaw LLP is investigating whether (i) Zogenix’s board of directors acted in the best interests of Company shareholders in agreeing to the proposed transaction, (ii) the $26.00 per-share offer price adequately compensates Zogenix’s shareholders, and (iii) all information regarding the sales process and valuation of the transaction will be fully and fairly disclosed.  Notably, the merger consideration is below the $35.00 median price targets set by analysts following the Company and at least one analyst set a price target for the Company of $62 per share, $36 above the per-share offer price.