Rigrodsky & Long, P.A. Investigates Clinical Data, Inc. Buyout - CLDA

Rigrodsky & Long, P.A. announces that it is investigating potential claims against the board of directors of Clinical Data, Inc. (“Clinical Data” or the “Company”) (Nasdaq: CLDA) concerning possible breaches of fiduciary duty and other violations of law related to the Company’s entry into an agreement to be acquired by Forest Laboratories, Inc. (“Forest Labs”) (NYSE: FRX) in a transaction with a  total value of approximately $1.2 billion on a fully diluted basis, net of net cash acquired.

Under the proposed agreement, Forest will promptly commence a cash tender offer to purchase all of the outstanding shares of Clinical Data common stock for $30.00 per share in cash and the non-transferable contractual right that could deliver up to an additional $6.00 per share in cash if U.S. net sales of Viibryd over four consecutive fiscal quarters commencing from the date of the closing of the transaction reach or exceed $800 million within the first 5 years ($1.00 per share), $1.1 billion within the first 6 years ($2.00 per share) and $1.5 billion within the first 7 years ($3.00 per share).  The transaction is conditioned upon, among other things, satisfaction of a minimum tender condition requiring that the securities tendered in the tender offer represent approximately 78.8% of the outstanding shares of Clinical Data common stock on a fully-diluted basis.

Moreover, Randal J. Kirk, the Chairman of Clinical Data’s board of directors, and certain of his affiliates, as well as other directors and officers of Clinical Data, which beneficially own approximately 52.3% of Clinical Data’s outstanding shares on a fully diluted basis, have entered into agreements pursuant to which they will tender their outstanding securities into the tender offer.

The investigation concerns whether Clinical Data’s board of directors failed to adequately shop the Company and obtain the best price possible for Clinical Data’s shareholders before entering into the agreement with Forest Labs.  Indeed, according to Yahoo! Finance, at least one analyst has set a price target of $46.00 per share for Clinical Data stock.

If you own the common stock of Clinical Data and purchased your shares before February 22, 2011, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky, Esquire or Noah R. Wortman, Case Development Director, of Rigrodsky & Long, P.A., 919 N. Market Street, Suite 980, Wilmington, Delaware, by telephone at (888) 969-4242, or by e-mail to info@rigrodskylong.com.

Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly litigates securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, including claims for breach of fiduciary duty and proxy violations in the Delaware Court of Chancery and in state and federal courts throughout the United States.

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