Wolf Haldenstein Adler Freeman & Herz LLP (“Wolf Haldenstein”) is investigating the acquisition of Santarus, Inc. (NASDAQ: SNTS) by Salix Pharmaceuticals Ltd. Santarus and Salix Pharmaceuticals announced that the companies have entered into a definitive agreement whereby Salix Pharmaceuticals will acquire Santarus for $32.00 per share in a cash tender offer. We believe that this offer significantly undervalues the Company and that there were deficiencies in the sale process.
The investigation concerns whether the Santarus board of directors breached their fiduciary duties by failing to engage in a full and fair process to ensure maximum value for the shareholders. Indeed, Santarus reported impressive financial and operating results for the quarter and nine months ended September 30, 2013, including a 81% increase in revenue from the third quarter of 2012 and net income of $30.3 million, or $0.38 diluted earnings per share (EPS), compared with $9.0 million, or $0.13 diluted EPS for the third quarter of 2012. Moreover, certain directors and officers of Santarus, who owned approximately 12 percent of the outstanding stock, have agreed to tender their shares in the offer and vote against any competing bids to acquire Santarus.
Wolf Haldenstein believes that the Santarus board of directors may have breached their fiduciary duties to shareholders by: (1) conducting an inadequate sales process and (2) by failing to maximize shareholder value.
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If you are a shareholder of Santarus Inc. (NASDAQ: SNTS) and would like additional information as to how the acquisition may affect your rights as a shareholder, please contact us at: