Clinical Data (CLDA)

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Clinical Data, Inc. Investor Lawsuit against takeover imminent

Investigation for investors of Clinical Data, Inc. (NASDAQ:CLDA) concerning possible breaches of fiduciary duties - CLDA stockholders should contact the Shareholders Foundation at [e-mail]

FOR IMMEDIATE RELEASE

PRLog (Press Release) – Feb 22, 2011 – The announcement of a proposed buyout of Clinical Data, Inc. prompted an investigation on behalf of investors in Clinical Data, Inc. (NASDAQ:CLDA) shares questioning a potential unfairness of the takeover and possible breaches of fiduciary duties by certain Clinical Data officers and directors.

If you purchased shares of Clinical Data, Inc. (NASDAQ:CLDA) prior to the announcement and continue to hold those NASDAQ: CLDA shares, you have certain options and you should contact the Shareholders Foundation at [e-mail] or call +1(858) 779 - 1554.

The investigation by a law firm concerns possible breaches of fiduciary duties by certain officers and directors at Clinical Data, Inc. arising out of their attempt to sell Clinical Data to Forest Laboratories, Inc.

On Tuesdya, Feb. 22, 2011, Clinical Data, Inc. (NASDAQ: CLDA) and Forest Laboratories, Inc. (Forest) (NYSE: FRX) announced that they have entered into a merger agreement pursuant to which Forest Laboratories, Inc will acquire Clinical Data Inc for $30.00 per share in cash plus contingent consideration of up to $6.00 per share that may be paid upon achievement of certain commercial milestones related to Clinical Data’s Viibryd™.

Clinical Data said the $30.00 per share represent a 6.6% premium to the volume-weighted average trading price of CLDA stock since the first trading day after the company announced the approval of Viibryd and that it was considering a potential change of control transaction and a 19.2% premium of the closing price on that day and totals $1.2 billion on a fully diluted basis, net of net cash acquired.
But CLDA shares traded as high as $33.90 per share as recently as Feb 18 and declined in response to the takeover news to $30.96 per share, or 8.66%. In addition at least one analyst set a price target of $46 per share of Clinical Data stock.

Therefore the investigation concerns whether the Clinical Data Board of Directors undertook an adequate and fair sales process to obtain fair and maximized consideration for all shareholders of Clinical Data, Inc. (NASDAQ:CLDA) and specifically whether the Clinical Data board of directors breached their fiduciary duties to Clinical Data (CLDA) shareholder by failing to adequately shop the Company before entering into this transaction. The investigation concerns also whether Forest Laboratories, Inc is underpaying for NASDAQ CLDA shares, thus unlawfully harming CLDA stockholders.

A potential class action lawsuit would seek to maximize the amount of money and information NASDAQ:CLDA shareholders would receive in a buyout, so the law firm.

Those who purchased Clinical Data, Inc. (Public, NASDAQ:CLDA) and currently continue to hold those CLDA shares, and/or those who have any information relating the investigation, have certain options and should contact the Shareholders Foundation at [e-mail] or call +1(858) 779 - 1554.

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The Shareholders Foundation, Inc. is a professional portfolio legal monitoring service and an investor advocacy group. We do research related to shareholder issues and inform investors of securities class actions, settlements, judgments, and other legal related news to the stock/financial market. At Shareholders Foundation, Inc. we are in contact with a large number of shareholders. We believe that together we can combine the interests of many investors, and use the size of our interest as leverage against the giant corporations. We offer help, support, and assistance for every shareholder. We help investors find answers to their questions and equitable solutions to their problems. The Shareholders Foundation, Inc. is not a law firm. The information is provided as a public service. It is not intended as legal advice and should not be relied upon.

http://www.prlog.org/11322050-clinical-data-inc-investor-lawsuit-against-takeover-imminent.html