This Day On The Street
Continue to site
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

Block & Leviton LLP Investigates Santarus, Inc. For Possible Breaches Of Fiduciary Duty In Connection With Its Acquisition By Salix Pharmaceuticals, Ltd.

BOSTON, Nov. 7, 2013 /PRNewswire/ -- Block & Leviton LLP (, a Boston-based law firm representing investors nationwide, has commenced an investigation into possible breaches of fiduciary duty by the Board of Directors of Santarus, Inc. ("Santarus" or the "Company") (NASDAQ: SNTS) concerning the proposed acquisition of the Company by Salix Pharmaceuticals, Ltd. (NASDAQ: SLXP) ("Salix") in an all cash transaction.

Under the terms of the proposed transaction, Salix will acquire Santarus for $32.00 per share, representing a total deal value of approximately $2.6 million.  The transaction is expected to close in the first quarter of 2014.  Shareholders will collect a paltry 36% premium on the closing price, a transaction premium significantly below that of comparable transactions in the industry.  Indeed, in just the previous year, the Company's stock price had increased by an astronomical 166%.  Moreover, the transaction appears purposely timed to forestall a surge in the Company's share price, as it was announced simultaneously with the Company's third quarter 2013 results whereby total revenues grew 81% and non-GAAP adjusted earnings were up over 189%.  The timing of the transaction eliminates the market's ability to respond to the glowing quarterly results, announced concurrently with the merger after the close of the market on November 7, 2013.  As such, it appears that the proposed offer price provides an insufficient premium to shareholders.   

Additionally, officers and directors, owning approximately 12% of the outstanding stock, have agreed to support the Salix offer and to oppose any third party bidders offering a true premium to shareholders.

Block & Leviton's investigation seeks to determine, among other things, whether Santarus's Directors breached their fiduciary duties by failing to maximize shareholder value in the proposed acquisition by Salix and the overall fairness of the process by which the Santarus Directors considered and approved the transaction.

1 of 2

Check Out Our Best Services for Investors

Action Alerts PLUS

Portfolio Manager Jim Cramer and Director of Research Jack Mohr 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

David Peltier uncovers low dollar stocks with serious upside potential that are flying under Wall Street's radar.

Product Features:
  • Model portfolio
  • Stocks trading below $10
  • Intraday trade alerts
14-Days Free
Only $9.95
14-Days Free
Dividend Stock Advisor

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
Real Money

More than 30 investing pros with skin in the game give you actionable insight and investment ideas.

Product Features:
  • Access to Jim Cramer's daily blog
  • Intraday commentary and news
  • Real-time trading forums
Only $49.95
14-Days Free
14-Days Free
AAPL $93.64 0.00%
FB $118.57 0.00%
GOOG $698.21 0.00%
TSLA $241.80 0.00%
YHOO $36.53 0.00%


Chart of I:DJI
DOW 17,891.16 +117.52 0.66%
S&P 500 2,081.43 +16.13 0.78%
NASDAQ 4,817.5940 +42.2360 0.88%

Free Reports

Top Rated Stocks Top Rated Funds Top Rated ETFs