An investigation on behalf of investors of ZymoGenetics, Inc. (NASDAQ:ZGEN) over potential breaches of fiduciary duty by the ZGEN board of directors in connection with the proposed takeover of ZymoGenetics by Bristol-Myers Squibb Company was announced.

The investigation by a law firm concerns whether ZymoGenetics, Inc. (NASDAQ:ZGEN and its Board breached their fiduciary duties in connection with the proposed takeover. ZymoGenetics, Inc., located in Seattle, WA, is a biopharmaceutical company focused on the development and commercialization of therapeutic proteins for the treatment of human diseases. On Tuesday, September 07, 2010, ZymoGenetics, Inc and Bristol-Myers Squibb Company announced after the market closed that the companies have signed an agreement providing for the acquisition of ZymoGenetics by Bristol-Myers Squibb, for $9.75 per share in cash. According to ZymoGenetics, Inc the transaction, with an aggregate purchase price of approximately $885 million, or approximately $735 million net of cash acquired, has unanimously approved its board of directors

But the investigation by the law firm concerns whether the ZymoGenetics Board of Directors breached their fiduciary duties to Zymo Genetics, Inc. (NASDAQ:ZGEN) stockholders by failing to undertake a fair process and adequately shop Zymo Genetics before entering into the transaction. The closing of the tender offer is subject to customary terms and conditions, including the tender of a number of shares which is equal to or greater than 48,282,192 shares (which represents approximately 56% of the outstanding shares as of August 31, 2010, which represent a majority of the shares on a fully-diluted basis, excluding certain shares underlying derivative securities that are significantly out-of-the-money). But shareholders holding approximately 37% of the outstanding shares of ZymoGenetics' common stock have already entered into agreements with Bristol-Myers Squibb to support the transaction and to tender their shares in the offer.

In additional Zymo Genetics revenue increased over the past four years from $25.38million in 2006 to $129.34million in 2009. Even though tts shares ZGEN traded before the announcement on September 07, 2010 at $5.30, ZGEN shares were down from its current 52weekHigh of $7.31 per share and traded as high as $6.53 per share in April 2010. In addition ZGEN shares traded at almost $12 per share during 2008, at $16.38 per share during 2007 and as high as $24.50 per share during 2006.