Investigation Overview
An investigation on behalf of current investors Javelin Pharmaceuticals Inc. (Public, AMEX:JAV), who purchased the JAV shares before December 18, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price was announced.
The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Javelin Pharmaceuticals arising out of their attempt to sell Javelin Pharmaceuticals Inc. (Public, AMEX:JAV) to Myriad Pharmaceuticals. On December 18, 2009, Myriad Pharmaceuticals (Nasdaq:MYRX) announced the company has entered into a definitive agreement to acquire Javelin Pharmaceuticals (NYSE Amex:JAV) and under the Agreement and Plan of Merger, Myriad Pharmaceuticals will acquire all of the outstanding shares of Javelin common stock in exchange for Myriad Pharmaceuticals stock. Javelin shareholders will receive 0.282 shares of Myriad stock for each share of Javelin stock outstanding.
According to Myriad Pharmaceuticalsthe offer represents a 16.8% premium over the average closing price of Javelin stock over the last 10 trading days and the boards of directors of both companies have unanimously approved the proposed transaction. But according to an investigation by a law firm the transaction appears to be unfair to current investors of Javelin Pharmaceuticals Inc. (Public, AMEX:JAV) because the offer to purchase Javelin Pharmaceuticals Inc. (JAV) appears opportunistically timed to take advantage of the current economic downturn and is grossly unfair, inadequate, and substantially below the fair or inherent value of JAV
Shares of Javelin Pharmaceuticals Inc. traded at $140 per share after the announcement and at $1.25 per share the day before the news. JAV shares were down from its 52weekHig of $2.28 per share, $3.83 per share in 2008, and over $7 per share in 2007.
The investigation concerns whether the Javelin Pharmaceuticals Inc. Board of Directors breach their fiduciary duties to Javelin Pharmaceuticals Inc. (JAV) shareholders by agreeing to sell Javelin Pharmaceuticals Inc. at an unfair price thereby harming Javelin Pharmaceuticals Inc. and its shareholders, whether the directors of Javelin Pharmaceuticals Inc. may have breached their fiduciary duties by not acting in Javelin Pharmaceuticals Inc. shareholders' best interests, and the Company may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, Myriad Pharmaceuticals may be underpaying for Javelin Pharmaceuticals Inc. (Public, AMEX:JAV), thus unlawfully harming JAV shareholders.
Javelin Pharmaceuticals, Inc., located in Cambridge, MA is a specialty pharmaceutical company that applies technologies to develop new products and improved formulations of existing drugs that target medical need in the pain management market. The Company's product candidates are focused on treating an array of pain disorders ranging from acute and episodic moderate-to-severe pain associated with cancer pain, post-operative pain, post-trauma pain, such as orthopedic injury pain, procedural pain and burn pain. Javelin Pharmaceuticals Inc. reported in 2008 Total Revenue of $1.10million.