The announcement by Kendle International Inc. that its board of directors agreed to an acquisition of Kendle Intl Inc. by INC Research, LLC has prompted an investigation on behalf of investors of Kendle International Inc. (NASDAQ:KNDL) concerning possible breaches of fiduciary duty.

The investigation by a law firm concerns whether certain directors and officers at Kendle International Inc. or others breached their fiduciary duties in connection the proposed merger.

On May 4, 2011, Kendle International Inc. (Nasdaq: KNDL) and INC Research, LLC, a therapeutically focused global contract research organization privately held by Avista Capital Partners and Ontario Teachers' Pension Plan, announced a merger agreement under which INC Research will acquire Kendle International Inc in an all-cash transaction with a total equity value of approximately $232 million.

Under the terms of the agreement, INC Research LLC. will acquire all of the outstanding shares of Kendle Intl. Inc for $15.25 per share in cash.
Kendle International Inc said the offer represents a 60.5 percent premium over Kendle Intl's closing share price on May 4, 2011 and a premium of 51.3 percent over the 30-trading day average of Kendle Intl's closing price.

Following the takeover announcement shares of Kendle International Inc. (NASDAQ: KNDL) increased from $9.92 on Wednesday to $14.99 on Thursday, May 5, 2011.

However, at least two analysts have price targets higher than the offer price, one being as high as $17.00 and one as high as $18 per share. Despite recent estimates historic shares prices of KNDL have been also substantially above the current offer. KNDL shares traded during 2010 as high as $21.53, during 2009 at $22.85 per share, and during 2008 even at almost $50 per share.

Therefore the investigation concerns whether the Kendle Intl. Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Kendle International Inc. (NASDAQ:KNDL) and breached their fiduciary duties to Kendle International (KNDL) shareholder by failing to adequately shop the Company before entering into any transaction. The investigation concerns also whether by INC Research LLC would underpay for NASDAQ KNDL shares, thus unlawfully harming Kendle stockholders. A potential class action lawsuit would seek to maximize the amount of money and information Kendle (KNDL) shareholders would receive in a buyout, so the law firm.