After the Talecris Biotherapeutics Holdings board of directors agreed to the proposal by Grifols to take over Talecris Biotherapeutics Holdings Corp an investigation on behalf of current investors Talecris Biotherapeutics Holdings Corp (NASDAQ:TLCR) over possible breaches of fiduciary duty by the board of directors of Talecris Biotherapeutics Holdings Corp was 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 Talecris Biotherapeutics Holdings arising out of their attempt to sell Talecris Biotherapeutics Holdings Corp (NASDAQ:TLCR) to Grifols.

Talecris Biotherapeutics Holdings Corp. is a biopharmaceutical company that produces and markets plasma-derived protein therapies. Talecris Biotherapeutics Holdings Corp reported in 2007 Total Revenue of $1.21851billion, in 2008 $1.37429billion, and in 2009 $1.53321billion.

On Monday, June 7, 2010, Talecris (Nasdaq: TLCR) and Grifols (GRF.MC) announced that they have signed a agreement through which Grifols will acquire Talecris for a combination of cash and newly-issued Grifols non-voting shares having an aggregate value today of approximately $3.4 billion.

Under the agreement Grifols will acquire all of the common stock of Talecris for $19.00 in cash and 0.641 newly-issued non-voting Grifols' shares for each Talecris share. Based on the closing price of Grifols' ordinary shares as of June 4th, 2010 and prevailing Euro-Dollar exchange rates, this represents an implied price of $26.16 per Talecris share, which constitutes a premium of 53% to the average closing price of Talecris common stock over the last 30 days. A Cerberus Capital Management affiliate that holds 49% of Talecris has agreed to vote for the deal.

Shares of Talecris Biotherapeutics Holdings Corp (TLCR) traded after the announcement at $22.11 per share, but fell sharply to under $20 per share. TLCR shares traded as high as $22.47 per share in April 2010, and over $24 in February 2010. At least one analyst set a price target for Talecris stock at $30.00 per share.

The investigation by a law firm concerns whether the Talecris Biotherapeutics Holdings Corp Board of Directors breaches their fiduciary Talecris Biotherapeutics Holdings (NASDAQ:TLCR) stockholders by failing to adequately shop the Company prior to supporting the agreement, whether the Board of Directors breaches their fiduciary duties by not seeking a deal that would provide better value Talecris Biotherapeutics Holdings Corp, and whether is Grifols underpaying for Talecris Biotherapeutics Holdings (TLCR), thus unlawfully harming TLCR stockholders.