Robbins Umeda LLP Is Investigating Clinical Data, Inc. Acquisition for Shareholders
Robbins Umeda LLP, a shareholder rights litigation firm, has commenced an investigation into possible breaches of fiduciary duty and other violations of state law by members of the board of directors of Clinical Data, Inc. (NASDAQ: CLDA ) in connection with their efforts to sell the company to Forest Laboratories, Inc. (NSYE: FRX). Under the proposed agreement, Forest Labs will commence a tender offer to purchase all of the outstanding Clinical Data shares for $30.00 per share in cash, a 12% discount from Clinical Data’s closing price of $33.90 on Friday, February 18, 2011. In addition, the deal includes contingent consideration of $6 per share, based on certain commercial milestones over four consecutive quarters related to sales of Viibryd, Clinical Data’s new antidepressant. Clinical Data’s directors and officers hold approximately 52.3% of shares, and have already entered into tender agreements. The deal is expected to close in the second quarter of 2011.
Robbins Umeda LLP’s investigation concerns whether Clinical Data’s board undertook a fair process to obtain fair consideration for its shareholders. Specifically, the investigation concerns whether members of Clinical Data’s board breached their fiduciary duties to its shareholders by failing to adequately shop the company before entering into the transaction with Forest Labs. In addition, Robbins Umeda LLP is investigating whether the proposed acquisition adequately reflects the value of Viibyrd, which just received approval from the U.S. Food and Drug Administration on Monday, February 21, 2011. Viibyrd is entering a $12 billion U.S. market with a potential for 11 years of market exclusivity. Experts estimate that 2016 Viibryd sales could reach $1.4 billion.