Only one day after drugstore.com, Inc. agreed to a takeover by Walgreen Co. an investor in drugstore.com, inc. (NASDAQ:DSCM) filed a lawsuit against directors of drugstore.com, inc alleging they are attempting to sell drugstore.com too cheaply via an unfair process to Walgreen Co.
According to the complaint the plaintiff alleges that members of the board of directors of drugstore.com, inc. (Public, NASDAQ:DSCM) breached their fiduciary duty agreeing to a takeover that grossly undervalues drugstore.com, inc.

On Thursday, March 24, 2011 drugstore.com, inc. (NASDAQ: DSCM) and Walgreen Co. (NYSE: WAG) (NASDAQ: WAG) announced a merger agreement pursuant to which Walgreens will acquire drugstore.com in a transaction with a total enterprise value of approximately $409 million. Under the terms of the proposed merger, drugstore.com stockholders will receive $3.80 in cash for each share of stock.

drugstore.com, inc. said the offer represents a premium of approximately 102 percent over drugstore.com's 30-day average closing stock price, and a premium of approximately 113 percent over the closing price of drugstore.com's common stock on March 23, 2011, the last trading day prior to today's announcement.

Indeed, shares of drugstore.com, inc. (NASDAQ: DSCM) jumped in response to the takeover news from $1.83 on Wednesday to $3.79 per share on Thursday.

However, the plaintiff claims the offer is designed to take advantage of drugstore.com, inc investors. In fact DSCM shares traded during 2010 as high as $3.85 per share, leaving at least certain drugstore.com investors with no premium. Furthermore the performance of drugstore.com, inc. for its investors is increasing. drugstore.com’s 12months Total Revenue increased from $339.33million in 2007 to $456.51million in 2010.