Rigrodsky & Long, P.A. announces that it is investigating potential claims against the board of directors of Talecris Biotherapeutics Holdings Corp. (“Talecris” or the “Company”) (Nasdaq: TLCR) concerning possible breaches of fiduciary duty and other violations of law related to the Company’s entry into an agreement to be acquired by Grifols in a transaction valued at approximately $3.4 billion.
Under the proposed 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 4, 2010 and prevailing Euro-Dollar exchange rates, this represents an implied price of $26.16 per Talecris share. The newly-issued non-voting Grifols shares will be listed on the NASDAQ Global Market and the Mercado Continuo (Spain) and will carry the same dividend and economic rights as Grifols’ ordinary shares. Furthermore, the leading shareholders of Grifols have agreed to vote their shares in favor of the transaction and an affiliate of Cerberus Capital Management, L.P., which owns approximately 49% of the outstanding Talecris common stock, has entered a similar agreement.
The investigation concerns whether Talecris’ board of directors failed to adequately shop the Company and obtain the best price possible for Talecris’ shareholders before entering into the agreement with Grifols. As recent as April 28, 2010, Talecris announced its first quarter 2010 financial results wherein the Company reported a 35.6% increase in net income, as well as an increase in gross profits. Talecris chairman and CEO, Lawrence D. Stern, commented: “We are pleased to see continued growth in end user demand for both Gamunex, our brand of IGIV, as well as PROLASTIN, our brand of alpha-1 proteinase inhibitor for the treatment of genetic emphysema, as compared to the first quarter of 2009[.] The growth of both products was attributed in part to our expanded sales and marketing efforts in the U.S. and abroad. As a result of these efforts, we are on track to deliver our growth targets for the full year 2010.” Indeed, at least one analyst has set a price target of $30.00 per share.
If you own the common stock of Talecris and purchased your shares before June 7, 2010, 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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