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Forest Labs 'Takes Under' Clinical Data

Updated with current stock price.

NEWTON, Mass. ( TheStreet) -- Forest Labs (FRX) is buying Clinical Data (CLDA) but the acquisition price -- $30 a share plus a $6-a-share option contingent on robust sales of the antidepressant Viibryd -- is lower than many Clinical Data bulls expected.

Clinical Data closed Friday at $33.90 but was trading trading down 9% to $30.95 Tuesday on the Forest "take under" announcement since the $6 contingent value right for Viibryd will trade at a discount, perhaps around $2 a share.

The Clinical Data story appears to be one in which both the bulls and bears were off the mark. Short sellers targeted Clinical Data because they believed the antidepressant Viibryd was going to be a commercial dud and therefore the company wasn't likely to find a buyer.

Clinical Data shareholders were convinced that Viibryd was a guaranteed blockbuster with peaks sales potential exceeding $2 billion a year. Coupled with the deal-making prowess of chairman R.J. Kirk, the bulls were convinced that Clinical Data would be sold for a price easily exceeding $40 a share if not in the $50-$60-a-share range.

Clinical Data shareholders dissatisfied with the Forest Labs offer may push for another, higher bidder to emerge, but they face a tough fight. Under terms of the deal announced Tuesday, Forest Labs needs 79% of Clinical Data shareholders to agree to tender their shares in order for the acquisition to close. Kirk, his affiliates and the rest of the company's directors, collectively, control 52% of the company's shares and have all agreed to support the Forest Labs deal.

Forest's $30-a-share, all cash offer will cost the company $1.2 billion. In addition, Forest is offering a contingent value right of $6 a share based on future sales of Viibryd, which was approved in January and will be launched commercially in the spring.

--Written by Adam Feuerstein in Boston.



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Adam Feuerstein writes regularly for TheStreet.com. In keeping with TSC's editorial policy, he doesn't own or short individual stocks, although he owns stock in TheStreet.com. He also doesn't invest in hedge funds or other private investment partnerships. Feuerstein appreciates your feedback; click here to send him an email.

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