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Talecris Biotherapeutics Holdings Corp Investors File Lawsuit

  • If you currently hold shares of Talecris Biotherapeutics Holdings Corp (NASDAQ:TLCR), you have certain options and you should contact the Shareholders Foundation, Inc.

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Lawsuit Overview

Company
Talecris Biotherapeutics Holdings Corp.
Security
NASDAQ: TLCR

Case Name
Talecris Biotherapeutics Deal Case 06/15/2010
Type of Lawsuit
Mergers and Acquisition
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Summary

An investor in TLCR stock filed a lawsuit in Delaware Court on behalf of current investors Talecris Biotherapeutics Holdings Corp (NASDAQ:TLCR) alleging breaches of fiduciary duty by the board of directors of Talecris Biotherapeutics Holdings Corp for selling the company too cheaply 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.

According to the complaint the plaintiff alleges breaches of fiduciary duty by the Board of Directors of Talecris Biotherapeutics Holdings arising out of their attempt to sell Talecris Biotherapeutics Holdings Corp (NASDAQ:TLCR) to Grifols through an inadequate process, including a ‘no-shop’ provision and a $100million termination fee, at an unfair price. 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, and at least one analyst set a price target for Talecris stock at $30.00 per share.