San Diego, Nov. 14, 2011 (Shareholders Foundation) -- At least three investors in NASDAQ:ANDS shares filed lawsuits against directors of Anadys Pharmaceuticals in effort to block the takeover of Anadys Pharmaceuticalsy Roche for $3.70 per shares.
According to one complaint the plaintiff alleges that defendants breached their fiduciary duties owed to ANDS stockholders arising out of the attempt to sell Anadys Pharmaceuticals at an unfair price via an unfair process to Roche.

On Monday, Oct. 17, 2011, Anadys Pharmaceuticals, Inc. (NASDAQ: ANDS) had announced that it entered into an merger agreement to be acquired by Roche (SIX:RO, ROG; OTCQX: RHHBY). Under the terms of the proposed transaction, Roche will commence an all cash tender offer for all outstanding shares of common stock of Anadys Pharmaceuticals, Inc. at USD 3.70 per share. Anadys Pharmaceuticals, Inc said the $3.70 offer represents a 256% premium over the closing price of USD 1.04 on October 14, 2011.

However, the plaintiff claims that the $3.70offer is fundamentally unfair to ANDS stockholders. Indeed, at least one analyst has set the high target price for NASDAQ: ANDS shares at $4 per share.
Furthermore, the plaintiff alleges that the defendants agreed to certain onerous and preclusive deal protection devices, such as a no solicitation and a $8million termination fee provision, that operate conjunctively to make the proposed transaction a fait accompli and ensure that no competing offers will emerge for Anadys Pharmaceuticals. The plaintiff says that the preclusive deal protection devices illegally retain Anadys Pharmaceuticals’ ability to solicit or engage in negotiations with any third party regarding a proposal to acquire all or a significant interest in the company.