Investigations on behalf of current investors of Noven Pharmaceuticals, Inc (Public, NASDAQ:NOVN) over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price were announced.

The investigation by a law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Noven Pharmaceuticals, Inc (Public, NASDAQ:NOVN) arising out of their attempt to sell Noven Pharmaceuticals, Inc to Hisamitsu Pharmaceutical Co. with Noven surviving as a wholly-owned subsidiary of Hisamitsu. Noven Pharmaceuticals, Inc. and Hisamitsu Pharmaceutical Co., Inc. announced on Tuesday, July 14, 2009, that they have entered into a definitive merger agreement pursuant to which Hisamitsu Pharmaceutical offered to acquire Noven Pharmaceutical for total cash consideration of approximately $428 million, or $16.50 per share, in an all-cash tender offer for 100% of the outstanding shares of Noven. The offer price represents a 22% premium to the closing price of Novens common stock (NASDAQ:NOVN) on July 13, 2009.

But according to the investigation the transaction appears to be unfair to current investors of Noven Pharmaceuticals, Inc (NASDAQ:NOVN). Shares of Noven Pharmaceuticals, Inc (NASDAQ:NOVN) traded at $16.45 per share after the announcement and were down from a $27.47 per share in 2007. The investigation primarily focuses on whether Board of Directors of Noven Pharmaceuticals fulfilled their fiduciary duties to maximize shareholder value in connection with the proposal. Hisamitsu has had a capital alliance with Noven since 2001 and owns already 4.98 percent of its outstanding shares. Noven reported a Total Revenue in 2007 of $83.16million and in 2008 a Total Revenue of $108.17million with a Net Income of $21.41million in 2007 and $779.96million in Total Revenue with a net income of $34.86million in 2008.