The law firm of Brower Piven, A Professional Corporation, has commenced an investigation into possible breaches of fiduciary duty to current shareholders of Clinical Data, Inc. (“Clinical Data”) (NASDAQ:CLDA) and other violations of state law by the Board of Directors of Clinical Data relating to the proposed acquisition of the company by Forest Laboratories, Inc. (“Forest”) (NYSE:FRX). The firm’s investigation seeks to determine whether Clinical Data’s Board breached their fiduciary duties by failing to maximize shareholder value.
On February 22, 2011, Clinical Data and Forest announced that they have entered into a definitive merger agreement for Clinical Data to be acquired by Forest for approximately $1.2 billion. Under the terms of the merger agreement, Forest will commence a cash tender offer to purchase all of the outstanding shares of Clinical Data common stock for $30.00 per share in cash and the non-transferable contractual right that could deliver up to an additional $6.00 per share in cash paid upon achievement of certain commercial milestones for over four consecutive fiscal quarters related to Clinical Data’s Viibryd. The upfront consideration of $30.00 per share represents a 6.6% premium to the volume-weighted average trading price of Clinical Data stock since the first trading day after the company announced the approval of Viibryd and that it was considering a potential change of control transaction and a 19.2% premium of the closing price on that day and totals $1.2 billion on a fully diluted basis, net of net cash acquired. However, Clinical Data shares traded as high as $33.90 per share as recently as Feb 18 and declined in response to the takeover news to $30.96 per share, or 8.66%. In addition at least one analyst set a price target of $46 per share of Clinical Data stock.
If you own Clinical common stock and would like to learn more about the investigation being conducted by Brower Piven, you may e-mail or call Brower Piven, who will, without obligation or cost to you, attempt to answer your questions. You may contact Brower Piven by email at
, by calling 410/415-6616, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and other class action cases of over 60 years.