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Rigrodsky & Long, P.A. announces that it is investigating potential claims against the board of directors of Adolor Corporation (“Adolor” or the “Company”) (Nasdaq:
ADLR) concerning possible breaches of fiduciary duty and other violations of law related to the Company’s entry into an agreement to be acquired by Cubist Pharmaceuticals, Inc. (“Cubist”) in a transaction with an approximate value up to $415 million.
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Under the proposed agreement, Cubist will acquire all of the outstanding shares of Adolor for $4.25 per share in cash, or approximately $190 million on a fully-diluted basis, net of Adolor’s third quarter 2011 cash balance. In addition to the upfront cash payment, each Adolor stockholder will receive one Contingent Payment Right (“CPR”), entitling the holder to receive additional cash payments of up to $4.50 for each share they own if certain regulatory approvals and/or commercialization milestones for ADL5945 are achieved. The total transaction is valued at up to $415 million, net of Adolor’s third quarter 2011 cash balance. Under the proposed agreement, Cubist will commence a tender offer to purchase all of the outstanding shares of Adolor for the upfront cash payment and a CPR.
The investigation concerns whether Adolor’s board of directors adequately shopped the Company to obtain the best price possible for Adolor’s shareholders before entering into the agreement with Cubist. Indeed, according to Yahoo! Finance, at least one analyst has set an $8.00 per share stock price for Adolor stock.
If you own the common stock of Adolor and purchased your shares before October 24, 2011, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact
Seth D. Rigrodsky, Esquire or
Noah R. Wortman, Case Development Director, of Rigrodsky & Long, P.A., 919 N. Market Street, Suite 980, Wilmington, Delaware 19801, by telephone at (888) 969-4242, or by e-mail to
Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly litigates
securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, including claims for breach of fiduciary duty and proxy violations in the Delaware Court of Chancery and in state and federal courts throughout the United States.
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