Investigation Overview
Following the announcement that Inspire Pharmaceuticals, Inc. will be acquired by Merck investigations on behalf of investors of Inspire Pharmaceuticals, Inc. (NASDAQ:ISPH) over possible breaches of fiduciary duty was announced.
The investigations by law firms concern whether certain directors and officers at Inspire Pharmaceuticals, Inc. (Public, NASDAQ:ISPH) or others breached their fiduciary duties in connection the proposed takeover.
On Tuesday, April 5, 201, Inspire Pharmaceuticals, Inc. (NASDAQ: ISPH) and Merck (NYSE:MRK) announced that they have entered into an agreement under which Merck will acquire Inspire Pharmaceuticals, Inc in a transaction that has a total cash value of approximately $430 million. Under the terms of the proposed takeover, Merck, through a subsidiary, will commence a tender offer for all outstanding common stock of Inspire Pharmaceuticals, Inc at a price of $5.00 per ISPH share in cash.
Inspire Pharmaceuticals, Inc.said the offer represents a 26% premium to the closing price of Inspire Pharmaceuticals' common stock on April 4, 2011.
In response to the takeover announcement ISPH shares increased from slightly under $4 on April 4, 2011 to $4.97 on April 5.
However shares of Inspire Pharmaceuticals, Inc. traded as high as $8.08 per share in December 2010. In addition, at least on analyst has set a target price of $10.00 per share for Inspire Pharmaceuticals stock. Furthermore Inspire Pharmaceuticals financially performed well for its investors. Inspire Pharmaceuticals 12months Total Revenue rose from $48.66million in 2007 to $106.40million in 2010.
Therefore the investigation concerns whether the Inspire Pharmaceuticals Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Inspire Pharmaceuticals, Inc. (NASDAQ:ISPH) and breached their fiduciary duties to Inspire Pharmaceuticals (ISPH) shareholder by failing to adequately shop the Company before entering into any transaction.
The investigation concerns also whether Merck, through a subsidiary, would underpay for NASDAQ:ISPH shares, thus unlawfully harming ISPH stockholders. A potential class action lawsuit would seek to maximize the amount of money and information Inspire Pharmaceuticals shareholders would receive in a buyout, so the law firm.