November 11, 2013 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Santarus, Inc. (NASDAQ:SNTS) shares, was announced concerning whether the takeover of Santarus, Inc. by Salix Pharmaceuticals, Ltd for $32.00 per share is unfair to NASDAQ:SNTS stockholders.

The investigation by a law firm concerns whether certain officers and directors of Santarus, Inc. breached their fiduciary duties owed to NASDAQ:SNTS investors in connection with the proposed acquisition.

On November 7, 2013, Salix Pharmaceuticals, Ltd. (NASDAQ:SLXP) and Santarus, Inc. (NASDAQ:SNTS) announced that the companies have entered into a merger agreement under which Salix Pharmaceuticals will acquire all of the outstanding common stock of Santarus for$32.00 per share in cash (without interest). The all-cash transaction values Santarus at approximately $2.6 billion.

Under the terms of the definitive merger agreement, Salix Pharmaceuticals intends to commence a cash tender offer to acquire all of the outstanding common stock ofSantarus for $32.00 per share.

However, given that Santarus performance improved over the recent years, the investigation concerns whether the $32-offer is unfair to NASDAQ:SNTS stockholders. In fact, Santarus, Inc. (NASDAQ:SNTS) reported that reported that its annual Total Revenue rose from $125.35 million in 2010 to $217.96 million in 2012 and that its Net Loss of $18.47 million in 2010 turned into a Net Income of $18.55 million in 2012. Shares of Santarus, Inc. (NASDAQ:SNTS) grew from $2.24 per share in August 2010 to as high as $27.26 per share in August 2013
In addition, given that certain directors and officers of Santarus, who, as of November 6, 2013, beneficially owned or had options to acquire a number of shares of Santarus' common stock equal to approximately 12 percent of Santarus' total outstanding shares of common stock, have already entered into a tender and support agreement pursuant to which such persons have agreed to tender their shares into the tender offer and, if applicable, vote their shares against certain matters, including third party proposals to acquire Santarus, the investigation concerns whether the Santarus ,Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.

On Nov. 11, 2013, NASDAQ:SNTS shares closed at $31.92 per share.