DALLAS--(BUSINESS WIRE)-- The Briscoe Law Firm, PLLC, founded by a former state prosecutor and enforcement attorney for the United States Securities and Exchange Commission, and the securities litigation law firm of Powers Taylor, LLP are investigating potential legal claims against the Board of Directors of Clinical Data, Inc. (“Clinical Data” or “CLDA”) (NASDAQ: CLDA) related to the proposed buyout of Clinical Data by Forest Laboratories, Inc. The definitive merger agreement, which was announced on February 22, 2011, involves an all-cash transaction valued at approximately $1.2 billion. Under the proposed buyout, Clinical Data shareholders will receive $30.00 in cash for each share of Clinical Data/CLDA common stock they hold. In addition, the agreement provides for a contingent payment of up to $6.00 per share over 7 years to investors upon the company’s drug Viibrydtm reaching specific milestones. The transaction is expected to close in the second quarter of 2011.
The investigation relates to the fairness of the proposed transaction to Clinical Data shareholders, possible breaches of fiduciary duty and other violations of state law by the Board of Directors of Clinical Data for approving this transaction, and whether Clinical Data’s Board of Directors acted in the shareholders’ best interests.
The acquisition price offered to Clinical Data shareholders represents an approximate 12% discount from Clinical Data’s closing price of $33.90 just days before the merger announcement. “Based on the fact that the acquisition price is below the company’s closing price just days before the acquisition announcement, and the fact that the additional compensation to shareholders is contingent and based on future performance of the company’s drug, which has not gone to market yet, we do not believe that the proposed acquisition is fair to Clinical Data shareholders. We want to ensure that the shareholders are receiving the maximum value for their stock,” said shareholder rights attorney Willie Briscoe.
If you currently own shares of Clinical Data/CLDA and would like additional information regarding this investigation, or if you have information regarding the allegations involved in this transaction, please contact Patrick Powers at Powers Taylor, LLP, toll free (877) 728-9607, via e-mail at [email protected], or Willie Briscoe at The Briscoe Law Firm, PLLC toll free (877) 397-5991, or via email at [email protected]. There is no cost or fee to you.
The Briscoe Law Firm is a full service business litigation and shareholder rights advocacy firm with more than 20 years of experience in complex litigation matters.
Powers Taylor, LLP is a boutique litigation law firm that handles a variety of complex business litigation matters, including claims of investor and stockholder fraud, shareholder oppression, shareholder derivative suits, and security class actions.
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INDUSTRY KEYWORDS: Health Pharmaceutical Professional Services Legal