BOSTON, Nov. 7, 2013 /PRNewswire/ -- Block & Leviton LLP ( www.blockesq.com), 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.