Forest Laboratories, Inc. (NYSE: FRX) (“Forest”) today announced that it has successfully completed its acquisition of Clinical Data, Inc. (NASDAQ: CLDA) (“Clinical Data”) by means of what is known as a short-form merger under Delaware law.
On April 12, 2011, Forest announced the successful completion of the tender offer by its indirect wholly-owned subsidiary Magnolia Acquisition Corp. (“Magnolia”) for all outstanding shares of common stock of, and certain outstanding notes and warrants convertible into the common stock of, Clinical Data. On April 13, 2011, Forest effected the short-form merger of Magnolia with and into Clinical Data, with Clinical Data continuing as the surviving corporation and a wholly-owned subsidiary of Dogwood Holding Corp., an indirect subsidiary of Forest, in accordance with the Agreement and Plan of Merger, dated as of February 22, 2011, by and among Forest, FL Holding CV, an indirect wholly-owned subsidiary of Forest, Magnolia and Clinical Data (the “Merger Agreement”). As a result of the purchase of the shares, warrants and convertible notes in the tender offer, and the conversion of the convertible notes into shares of Clinical Data common stock, Forest and Magnolia had sufficient voting power to approve the merger without the affirmative vote of any other stockholder of Clinical Data. Due to the completion of the merger, April 13, 2011 was the last day shares of Clinical Data common stock traded on Nasdaq.
In the merger, all outstanding shares of Clinical Data common stock (other than shares held by Magnolia or Clinical Data, or shares held by Clinical Data stockholders who have and validly exercise appraisal rights under Delaware law) were canceled and converted into the right to receive the same $30.00 per share in cash plus contingent consideration of up to $6.00 per share that was offered in the tender offer. Payment of any contingent consideration will be governed by the terms of a Contingent Value Rights Agreement, dated as of April 12, 2011, by and among Forest, FL Holding CV and Magnolia for the benefit of tendering securityholders based upon achievement of certain milestones related to Viibryd™. Additionally, in the merger, all outstanding warrants issued by Clinical Data and exercisable for the common stock of Clinical Data were converted into the right to receive amounts set forth in the Merger Agreement. Information regarding the merger is being mailed to Clinical Data stockholders who did not tender their shares in the tender offer and instructions will be mailed to those stockholders outlining the steps to be taken to obtain the merger consideration.