Shareholder Bradley Wojno filed a punative class action against the Newton, Mass.-based pharmaceutical maker in an attempt to stop its $1.2 billion acquisition by Forest Labs.
Wojno believes the purchase of price of $30 per share in cash, with additional milestone payments of up to $6 per share, is "inadequate and significantly undervalues the company," according to documents filed with Delaware Chancery Court un Wilmington.
The upfront payment of $30 per share is below CLDA’s closing price of nearly $34 on Friday, Feb. 18, but it represents a premium of 19.2 percent on its closing price of Jan. 24, when Clinical Data announced that the Food & Drug Administration had approved the anti-depressant drug Viibryd. The company’s shares today closed at $31.31 per share, slightly about the price of $31.01 where they opened at Feb. 22 when the merger deal was announced.
The acquisition will help New York City-based Forest Labs replace sales of the antidepressant drug Lexapro, which will lose patent protection in 2012, company officials said in a conference call scheduled to discuss the merger. Lexapro brought the company about $1.5 billion in revenues during its first five years on the market, they said.
Stevenson, Maryland law firm Brower Piven P.C. and New York City-based attorney Vincent Wong are both seeking to gather clients for potential lawsuits over possible breaches of fiduciary duty by Clinical Data’s board.