N@N

Brower Piven Announces an Investigation of the Acquisition of Clinical Data, Inc. by Forest Laboratories, Inc.

^{Published on 2011-03-02 17:20:35 - Market Wire}
 

STEVENSON, Md.--([ BUSINESS WIRE ])--The law firm of Brower Piven, A Professional Corporation, has commenced an investigation into possible breaches of fiduciary duty to current shareholders of Clinical Data, Inc. (aClinical Dataa) (NASDAQ:CLDA) and other violations of state law by the Board of Directors of Clinical Data relating to the proposed acquisition of the company by Forest Laboratories, Inc. (aForesta) (NYSE:FRX). The firma™s investigation seeks to determine whether Clinical Dataa™s Board breached their fiduciary duties by failing to maximize shareholder value.

On February 22, 2011, Clinical Data and Forest announced that they have entered into a definitive merger agreement for Clinical Data to be acquired by Forest for approximately $1.2 billion. Under the terms of the merger agreement, Forest will commence a cash tender offer to purchase all of the outstanding shares of Clinical Data common stock for $30.00 per share in cash and the non-transferable contractual right that could deliver up to an additional $6.00 per share in cash paid upon achievement of certain commercial milestones for over four consecutive fiscal quarters related to Clinical Dataa™s Viibryd. The upfront consideration of $30.00 per share represents a 6.6% premium to the volume-weighted average trading price of Clinical Data 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. However, Clinical Data 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.

If you own Clinical common stock and would like to learn more about the investigation being conducted by Brower Piven, you may e-mail or call Brower Piven, who will, without obligation or cost to you, attempt to answer your questions. You may contact Brower Piven by email at [ hoffman@browerpiven.com ], by calling 410/415-6616, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and other class action cases of over 60 years.