An investor in inVentiv Health Inc. filed a lawsuit in Delaware Court on behalf of current investors in inVentiv Health Inc. (NASDAQ:VTIV) alleging breaches of fiduciary duty by the board of directors of inVentiv for selling in inVentiv Health Inc. (NASDAQ:VTIV) too cheaply to Thomas H. Lee Partners.
inVentiv Health Inc., located in Somerset, NJ, is a provider of value-added services to the pharmaceutical, life sciences and healthcare industries.

On Thursday, May 6, 2010, inVentiv Health, Inc. (NASDAQ: VTIV) announced that it has entered into an agreement to be acquired by Thomas H. Lee Partners, L.P. (THL) for approximately $1.1 billion under which inVentiv shareholders will receive $26.00 in cash for each share of VTIV common stock they hold. According to inVentiv Health Inc. its board of directors approved the agreement and the offer represents a 52% premium over the $17.15 closing stock price on March 25, 2010, the day before inVentiv announced that it had been approached by financial investors regarding a potential transaction and had formed a special committee to engage financial advisors and evaluate possible courses of action.

According to the complaint the plaintiff alleges breaches of fiduciary duty by the Board of Directors of inVentiv Health, Inc. arising out of their attempt to sell inVentiv Health, Inc. (NASDAQ: VTIV) to Thomas H. Lee Partners, L.P. through “an unfair process and for an unfair price”. The plaintiff alleges that the merger agreement includes “preclusive deal protection provisions”, like a no solicitation clause a $27.5million termination fee, which ”illegally restrain the Company’s ability to solicit or engage in negotiations with any third party regarding a proposal to acquire all or a significant interest in the company”. In addition the plaintiff accuses, among other things, that certain defendants “have clear and material conflicts of interest and are acting to better their own interests at the expense of inVentiv’s public shareholders”.

inVentiv Health Inc. reported in 2007 Total Revenue of $977.30million, in 2008 $1.11981billion, and in 2009 $1.07196billion.Shares of inVentiv Health Inc. traded in after hours after the takeover announcement at $25.30 per share. VTIV shares traded on the same day at $25.11 per share, and on Wednesday 05, 2010, at $24.45 per share. But VTIV shares traded in 2008 over $35 per share, and in 2007 over $46 per share, and at least one analyst set a price target for inVentiv Health stock at $27.00 per share.