This Day On The Street
Continue to site right-arrow
ADVERTISEMENT
This account is pending registration confirmation. Please click on the link within the confirmation email previously sent you to complete registration.
Need a new registration confirmation email? Click here
TheStreet Open House

Clinical Data, Inc. Shareholder Investigation By Briscoe Law Firm Concerning Acquisition By Forest Laboratories, Inc.

Stocks in this article: CLDA

The Briscoe Law Firm, PLLC, founded by a former state prosecutor and enforcement attorney for the United States Securities and Exchange Commission, and the securities litigation law firm of Powers Taylor, LLP are investigating potential legal claims against the Board of Directors of Clinical Data, Inc. (“Clinical Data” or “CLDA”) (NASDAQ: CLDA) related to the proposed buyout of Clinical Data by Forest Laboratories, Inc. The definitive merger agreement, which was announced on February 22, 2011, involves an all-cash transaction valued at approximately $1.2 billion. Under the proposed buyout, Clinical Data shareholders will receive $30.00 in cash for each share of Clinical Data/CLDA common stock they hold. In addition, the agreement provides for a contingent payment of up to $6.00 per share over 7 years to investors upon the company’s drug Viibryd tm reaching specific milestones. The transaction is expected to close in the second quarter of 2011.

The investigation relates to the fairness of the proposed transaction to Clinical Data shareholders, possible breaches of fiduciary duty and other violations of state law by the Board of Directors of Clinical Data for approving this transaction, and whether Clinical Data’s Board of Directors acted in the shareholders’ best interests.

The acquisition price offered to Clinical Data shareholders represents an approximate 12% discount from Clinical Data’s closing price of $33.90 just days before the merger announcement. “Based on the fact that the acquisition price is below the company’s closing price just days before the acquisition announcement, and the fact that the additional compensation to shareholders is contingent and based on future performance of the company’s drug, which has not gone to market yet, we do not believe that the proposed acquisition is fair to Clinical Data shareholders. We want to ensure that the shareholders are receiving the maximum value for their stock,” said shareholder rights attorney Willie Briscoe.

1 of 2

Check Out Our Best Services for Investors

Action Alerts PLUS

Jim Cramer and Stephanie Link reveal their investment tactics while giving advanced notice before every trade.

Product Features:
  • $2.5+ million portfolio
  • Large-cap and dividend focus
  • Intraday trade alerts from Cramer
Quant Ratings

Access the tool that DOMINATES the Russell 2000 and the S&P 500.

Product Features:
  • Buy, hold, or sell recommendations for over 4,300 stocks
  • Unlimited research reports on your favorite stocks
  • A custom stock screener
Stocks Under $10

Jim Cramer's protégé, David Peltier, uncovers low dollar stocks with extraordinary upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
Try it NOW
Try it NOW
Try it NOW

Check Out Our Best Services for Investors

Dividend Stock Advisor

Jim Cramer's protégé, David Peltier, identifies the best of breed dividend stocks that will pay a reliable AND significant income stream.

Product Features:
  • Diversified model portfolio of dividend stocks
  • Updates with exact steps to take - BUY, HOLD, SELL
Trifecta Stocks

Every recommendation goes through 3 layers of intense scrutiny—quantitative, fundamental and technical analysis—to maximize profit potential and minimize risk.

Product Features:
  • Model Portfolio
  • Intra Day Trade alerts
  • Access to Quant Ratings
Options Profits

Our options trading pros provide over 100 monthly option trading ideas and strategies to help you become a well-seasoned trader.

Product Features:
  • Actionable options commentary and news
  • Real-time trading community
Try it NOW
Try it NOW
Try it NOW
To begin commenting right away, you can log in below using your Disqus, Facebook, Twitter, OpenID or Yahoo login credentials. Alternatively, you can post a comment as a "guest" just by entering an email address. Your use of the commenting tool is subject to multiple terms of service/use and privacy policies - see here for more details.
Submit an article to us!

Markets

DOW 17,678.70 +6.10 0.03%
S&P 500 2,057.09 +5.27 0.26%
NASDAQ 4,771.7630 +13.8840 0.29%

Partners Compare Online Brokers

Free Reports

Free Newsletters from TheStreet

My Subscriptions:

After the Bell

Before the Bell

Booyah! Newsletter

Midday Bell

TheStreet Top 10 Stories

Winners & Losers

Register for Newsletters
Top Rated Stocks Top Rated Funds Top Rated ETFs