Investigation Overview
May 9, 2014 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Chelsea Therapeutics International Ltd. (NASDAQ:CHTP) shares, was announced concerning whether the takeover of Chelsea Therapeutics International Ltd. by H. Lundbeck A/S for a value of up to $7.94 per share is unfair to NASDAQ:CHTP stockholders.
The investigation by a law firm concerns whether certain officers and directors of Chelsea Therapeutics breached their fiduciary duties owed to NASDAQ:CHTP investors in connection with the proposed acquisition.
On May 8, 2014 H. Lundbeck A/S (Lundbeck) 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, given that at least one analyst has set the high target price for NASDAQ:CHTP shares at $12.00 per share, , the investigation concerns whether the offer is unfair to NASDAQ:CHTP stockholders. More specifically, the investigation concerns whether the Chelsea Therapeutics 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.
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.
NASDAQ:CHTP shares closed on May 9, 2014, at $6.57 per share.