Investigation Overview
October 06, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Ambit Biosciences Corp (NASDAQ:AMBI), was announced concerning whether the takeover of Ambit Biosciences Corp. by Daiichi Sankyo Company for $15 per share is unfair to NASDAQ:AMBI stockholders.
The investigation by a law firm concerns whether certain officers and directors of Ambit Biosciences Corp breached their fiduciary duties owed to NASDAQ:AMBI investors in connection with the proposed acquisition.
On September 29, 2014, Daiichi Sankyo Company, Ltd. (hereinafter Daiichi Sankyo) (TSE: 4568) and Ambit Biosciences Corp (NASDAQ:AMBI) announced that they have entered into a merger agreement under which Daiichi Sankyo will acquire all of the outstanding common stock of Ambit Biosciences Corp (NASDAQ:AMBI) for $15 per share in cash through a tender offer followed by a merger with a subsidiary of Daiichi Sankyo, or approximately $315 million on a fully diluted basis. In addition to the upfront cash payment, each Ambit Biosciences Corp (NASDAQ:AMBI) stockholder will receive one Contingent Value Right (CVR), entitling the holder to receive an additional cash payment of up to $4.50 for each share they own if certain commercialization related milestones are achieved.
However, given that at least one analyst has set the high target price for NASDAQ:AMBI shares at $17.00 per share, the investigation concerns whether the offer is unfair to NASDAQ:AMBI stockholders. More specifically, the investigation concerns whether the Ambit Biosciences Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Ambit Biosciences Corp reported that its annual Total Revenue rose from $17.63 million in 2012 to $27.09 million in 2013 and that its Net Loss declined from $26.89 million in 2012 to $11.20 million in 2013. Shares of Ambit Biosciences Corp (NASDAQ:AMBI) traded as high as $18.29 per share in Octboer 2013.