An investigation on behalf of current investors of CuraGen Corporation (Public, NASDAQ:CRGN) over potential breaches of fiduciary duty and other violations of state law by the Board of Directors of CuraGen was announced.

The investigation by a law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of CuraGen Corporation (Nasdaq:CRGN) arising out of their attempt to sell CuraGen to Celldex Therapeutics Inc. (Nasdaq:CLDX).


Celldex Therapeutics, Inc. announced that it has entered into a definitive agreement to acquire CuraGen Corporation. Celldex will acquire CuraGen in a tax free stock for stock transaction, which values CuraGen at approximately $94.5 million. Given the number of outstanding shares of CuraGen stock, including exercised options, this values each share of CuraGen stock at approximately $1.55 per share. According to the investigation the price is unfair given that CuraGen currently has approximately $1.39 per share in cash and that at least one analyst has set a $3.00 price target on CuraGen shares. CuraGen Corporation is a biopharmaceutical development company engaged in developing therapeutics for the treatment of cancer. CuraGen Corporation is focused on advancing its cancer treatments, belinostat and CR011-vcMMAE, through clinical development.

CuraGen Corporation is located in Branford, CT and had a net income of $25.40million in 2007 And $24.78million net income in 2008. Shares of CuraGen Corp. traded recently at $1.35 per share, down from $4.74 per share in 2007 and $9.23 per share in 2004. Shares of CuraGen reached as high as $114 per share in 2000.