Clinical Data, Inc. Shareholder Investigation by Briscoe Law Firm Concerning Acquisition by Forest Laboratories, Inc.
February 23 2011 - 9:45AM
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 patrick@powerstaylor.com, or Willie
Briscoe at The Briscoe Law Firm, PLLC toll free (877) 397-5991, or
via email at WBriscoe@TheBriscoeLawFirm.com. 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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