According to a press release an investigation on behalf of NitroMed, Inc. (NASDAQ: NTMD) investors over possible breaches of fiduciary duty and other violations of state law by the board of directors of NitroMed arising out of their attempt to sell the NitroMed to Deerfield Capital.

NitroMed, Inc. (NASDAQ: NTMD) announced that it entered into a merger agreement to be acquired by affiliates of Deerfield Management, a leading healthcare investment organization. Under the terms of the agreement with Deerfield, shareholders of NitroMed will receive $0.80 for each share of NitroMed they own for a total transaction value of approximately $36 million. According to the press release by a law firm the transaction is unfair, given that, among other things, NitroMed shares (NASDAQ: NTMD) traded above $1.00 per share as recently as August 2008 and NitroMed has over $17 million in cash. The merger agreement includes a 'go-shop' provision that allows NitroMed, acting under the direction of a special committee of the board of directors, to solicit, negotiate and evaluate competing acquisition proposals during a post-signing period ending on February 26, 2009.

Prior to entering into the merger agreement with Deerfield, NitroMed terminated its previously announced purchase and sale agreement with JHP Pharmaceuticals, LLC and its previously announced merger agreement with Archemix Corp. in accordance with the terms of those agreements, including the payment of termination fees. In connection with the termination of the JHP purchase and sale agreement, NitroMed paid a fee of approximately $900,000 to JHP; and in connection with the termination of the Archemix merger agreement, NitroMed paid a $1.5 million fee to Archemix.

The companys shares were trading at 50 cents a share as recently as Jan. 12.