May 16, 2014 (Shareholders Foundation) - An investor, who currently holds shares of Chelsea Therapeutics International Ltd. (NASDAQ:CHTP) filed a lawsuit in effort to halt the takeover of Chelsea Therapeutics International Ltd. by H. Lundbeck A/S for a value of up to $7.94 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NASDAQ:CHTP stockholders by agreeing to sell Chelsea Therapeutics International Ltd. too cheaply via an unfair process to H. Lundbeck A/S.

On May 8, 2014 H. Lundbeck A/S and Chelsea Therapeutics International Ltd. (NASDAQ:CHTP) announced that the companies have entered into an agreement under which H. Lundbeck A/S will acquire Chelsea Therapeutics International Ltd. Under the terms of the agreement, H. Lundbeck A/S will commence a tender offer for all outstanding shares of Chelsea Therapeutics International Ltd. (NASDAQ:CHTP), whereby Chelsea Therapeutics International Ltd. stockholders will be offered an upfront payment and contingent value rights (CVRs), representing a total potential consideration of up to USD 7.94 per share, or USD 658 million (approximately DKK 3.54 billion) on a fully diluted basis.

However, the plaintiff claims that the offer is too low and undervalues Chelsea Therapeutics International Ltd. Indeed, at least one analyst has set the high target price for NASDAQ:CHTP shares at $12.00 per share. Furthermore, Chelsea Therapeutics International Ltd. reported that its Net Loss declined from $50.45 million in 2011 to $16.42 million in 2013. Shares of NASDAQ:CHTP grew from $0.79 per share in February 2013 to as high as $6.26 per share in March 2014.

In addition, the plaintiff claims that the proposed transaction is the product of a flawed process and deprives Chelsea Therapeutics International Ltd's public stockholders of the ability to participate in the company's long-term prospects.

NASDAQ:CHTP shares closed on May 16, 2014, at $6.55 per share.