After Novartis announced that the Genoptix board of directors agreed to a buyout offer of $25 per share an investigation for investors of Genoptix, Inc. (NASDAQ:GXDX) over possible breaches of fiduciary duty was announced within hours.

The investigation by a law firm concerns whether certain directors and officers at Genoptix, Inc. (NASDAQ:GXDX) will breach their fiduciary duties in the event of a takeover.

A media report in December 2010 quoted already two anonymous people who said that Carlsbad, California based Genoptix, Inc. (NASDAQ:GXDX) seeks buyers and therefore hired Barclays Plc to run an auction. Now, on Monday, January 24, 2011 before the market opened Basel, Switzerland based Novartis announced that it has entered into an agreement for the acquisition of Genoptix, Inc. (NASDAQ: GXDX). Under the terms of the proposed agreement, Novartis will commence a tender offer for all outstanding shares of common stock of Genoptix at USD 25.00 per share in cash or a total equity value of USD 470 million and an enterprise value of USD 330 million. The Novartis said the offer represents a premium of 39% over Genoptix's unaffected share price of USD 17.98 on December 13, 2010 and an implied 27% premium over the closing price of USD 19.76 on January 21, 2011.

Shares of Genoptix, Inc. (NASDAQ:GXDX) rose in response to the takeover rumors in December to almost $21 per GXDX shares on December 12, 2010. Then GXDX shares slipped slightly before raising to $21.80 per share on January 11, 2011.

At first sight the offer by Novartis might look like a significant premium to recent trading prices of Genoptix, but GXDX shares have traded as high as $38.66 as recent as April 29, 2010. During 2009 GXDX shares have never been lower than $24.42 per share and traded as high as $37.94 per share. Additionally Genoptix, Inc has performed well in the past for its shareholders. Genoptixs 12 months Total Revenue increased from $24.02million in 2006 to $184.38million in 2009. Its Net Income over the same time frame went from a Net Loss of $3.76million to a Net Income of $30.63million in 2009. Genoptix reported for the first 9months in 2010 a combined Total Revenue of $147.86million with a combined Net Income of $15.35million.

Therefore the investigation by a law firm concerns whether the Genoptix Board of Directors undertook an adequate and fair sales process, whether they breached their fiduciary duties to Genoptix, Inc. (NASDAQ:GXDX) shareholder by agreeing to an offer that undervalues Genoptix, and whether they breached their fiduciary duties by failing to adequately shop the Company before entering into the transaction. A potential class action lawsuit would seek to maximize the amount of money and information Genoptix shareholders would receive in a buyout, so the law firm.