Clinical Data, Inc. (MM) (CLDA) News

These lawsuits have zero chance of getting anywhere, IMO. In actuality, CLDA got more for their assets than anyone could reasonably have expected (#msg-60191777). All told, a good job by management. I’m glad I didn’t short the stock.

I am leaving this board now and going to post on ZIOP
No reason to be here anymore really unless you plan to wait 7 years for the potential total 6 buck payoff
GLTA
C YA at ZIOP

Clinical Data, Inc. Investor Lawsuit against takeover imminent

Investigation for investors of Clinical Data, Inc. (NASDAQ:CLDA) concerning possible breaches of fiduciary duties - CLDA stockholders should contact the Shareholders Foundation at mail@shareholdersfoundation.com

FOR IMMEDIATE RELEASE

PRLog (Press Release) – Feb 22, 2011 – The announcement of a proposed buyout of Clinical Data, Inc. prompted an investigation on behalf of investors in Clinical Data, Inc. (NASDAQ:CLDA) shares questioning a potential unfairness of the takeover and possible breaches of fiduciary duties by certain Clinical Data officers and directors.

If you purchased shares of Clinical Data, Inc. (NASDAQ:CLDA) prior to the announcement and continue to hold those NASDAQ: CLDA shares, you have certain options and you should contact the Shareholders Foundation at mail@shareholdersfoundation.com or call +1(858) 779 - 1554.

The investigation by a law firm concerns possible breaches of fiduciary duties by certain officers and directors at Clinical Data, Inc. arising out of their attempt to sell Clinical Data to Forest Laboratories, Inc.

On Tuesdya, Feb. 22, 2011, Clinical Data, Inc. (NASDAQ: CLDA) and Forest Laboratories, Inc. (Forest) (NYSE: FRX) announced that they have entered into a merger agreement pursuant to which Forest Laboratories, Inc will acquire Clinical Data Inc for $30.00 per share in cash plus contingent consideration of up to $6.00 per share that may be paid upon achievement of certain commercial milestones related to Clinical Data’s Viibryd™.

Clinical Data said the $30.00 per share represent a 6.6% premium to the volume-weighted average trading price of CLDA stock since the first trading day after the company announced the approval of Viibryd and that it was considering a potential change of control transaction and a 19.2% premium of the closing price on that day and totals $1.2 billion on a fully diluted basis, net of net cash acquired.
But CLDA shares traded as high as $33.90 per share as recently as Feb 18 and declined in response to the takeover news to $30.96 per share, or 8.66%. In addition at least one analyst set a price target of $46 per share of Clinical Data stock.

Therefore the investigation concerns whether the Clinical Data Board of Directors undertook an adequate and fair sales process to obtain fair and maximized consideration for all shareholders of Clinical Data, Inc. (NASDAQ:CLDA) and specifically whether the Clinical Data board of directors breached their fiduciary duties to Clinical Data (CLDA) shareholder by failing to adequately shop the Company before entering into this transaction. The investigation concerns also whether Forest Laboratories, Inc is underpaying for NASDAQ CLDA shares, thus unlawfully harming CLDA stockholders.

A potential class action lawsuit would seek to maximize the amount of money and information NASDAQ:CLDA shareholders would receive in a buyout, so the law firm.

Those who purchased Clinical Data, Inc. (Public, NASDAQ:CLDA) and currently continue to hold those CLDA shares, and/or those who have any information relating the investigation, have certain options and should contact the Shareholders Foundation at mail@shareholdersfoundation.com or call +1(858) 779 - 1554.

# # #


The Shareholders Foundation, Inc. is a professional portfolio legal monitoring service and an investor advocacy group. We do research related to shareholder issues and inform investors of securities class actions, settlements, judgments, and other legal related news to the stock/financial market. At Shareholders Foundation, Inc. we are in contact with a large number of shareholders. We believe that together we can combine the interests of many investors, and use the size of our interest as leverage against the giant corporations. We offer help, support, and assistance for every shareholder. We help investors find answers to their questions and equitable solutions to their problems. The Shareholders Foundation, Inc. is not a law firm. The information is provided as a public service. It is not intended as legal advice and should not be relied upon.

http://www.prlog.org/11322050-clinical-data-inc-investor-lawsuit-against-takeover-imminent.html

The Law Firm of Levi & Korsinsky, LLP Launches an Investigation into Possible Breaches of Fiduciary Duty by the Board of Cli

NEW YORK, Feb 22, 2011 (BUSINESS WIRE) -- Levi & Korsinsky is investigating the Board of Directors of Clinical Data, Inc. ("Clinical Data" or the "Company") (Nasdaq: CLDA | PowerRating) for possible breaches of fiduciary duty and other violations of state law in connection with the sale of the Company to Forest Laboratories, Inc. ("Forest") (NYSE: FRX | PowerRating). Under the terms of the transaction, Clinical Data shareholders will receive $30.00 per share in cash, with a consideration of up to $6.00 contingent upon commercial milestones related to the drug Viibryd. The companies said the deal is valued at $1.2 billion net of an undisclosed amount of cash acquired.
Click here to learn more about the investigation: http://www.zlk.com/clinical-data-clda.html, or call: 877-363-5972.
The investigation concerns whether the Clinical Data Board of Directors breached their fiduciary duties to Clinical Data stockholders by failing to adequately shop the Company before entering into this transaction and whether Forest is underpaying for Clinical Data shares, thus unlawfully harming Clinical Data stockholders. In particular, at least one analyst set a price target of $46 per share of Clinical Data stock.
If you own common stock in Clinical Data and wish to obtain additional information, please contact Joseph E. Levi, Esq. either via email at jlevi@zlk.com or by telephone at (212) 363-7500, toll-free: (877) 363-5972, or visit http://www.zlk.com/clinical-data-clda.html.
Levi & Korsinsky has expertise in prosecuting investor securities litigation and extensive experience in actions involving financial fraud and represents investors throughout the nation, concentrating its practice in securities and shareholder litigation. The attorneys at Levi & Korsinsky have been appointed by numerous courts throughout the country to serve as lead counsel on behalf of shareholders in major litigations involving mergers and acquisitions. For more information, please feel free to contact any of the attorneys listed below. Attorney advertising. Prior results do not guarantee similar outcomes.
SOURCE: Levi & Korsinsky, LLP

Levi & Korsinsky, LLP

Joseph Levi, Esq.

Eduard Korsinsky, Esq.

Tel: 212-363-7500

Toll Free: 877-363-5972

Fax: 212-363-7171

www.zlk.com

For full details on Forest Laboratories Inc (FRX) FRX. Forest Laboratories Inc (FRX) has Short Term PowerRatings at TradingMarkets. Details on Forest Laboratories Inc (FRX) Short Term PowerRatings is available at This Link.
For full details on Clinical Data Inc (CLDA) CLDA. Clinical Data Inc (CLDA) has Short Term PowerRatings at TradingMarkets. Details on Clinical Data Inc (CLDA) Short Term PowerRatings is available at This Link.

http://www.tradingmarkets.com/news/press-release/clda_frx_the-law-firm-of-levi-amp-korsinsky-llp-launches-an-investigation-into-possible-breaches-of-fiduci-1508021.html

Harwood Feffer LLP Announces Investigation of Clinical Data, Inc.

NEW YORK, Feb 22, 2011 (BUSINESS WIRE) -- Harwood Feffer LLP (www.hfesq.com) is investigating potential claims against the board of directors of Clinical Data, Inc. (NASDAQ - CLDA | PowerRating) concerning possible breaches of fiduciary duty and other violations of law related to the Company's efforts to sell CLDA to Forest Laboratories Inc. (NYSE -- FRX | PowerRating) in a transaction valued at approximately $1 billion.
Under the terms of the definitive agreement, CLDA shareholders will receive $30.00 per share and a possible additional payment of $6.00 per share of CLDA's newly approved drug Viibryd meets certain sales goals. Even with the additional $6.00 payment, the price to be paid by FRX is significantly less than analyst estimates for CLDA, one of which has been targeted at $49.00 per share. Our investigation concerns possible breaches of fiduciary duty and other violations of law related to the approval of the transaction by the Company's board of directors; in particular, whether the Company undertook a fair process to obtain fair consideration for all shareholders of CLDA.
If you own shares of CLDA and would like to learn more about these claims or if you wish to discuss these matters and have any questions concerning this announcement or your rights, contact Matthew Houston toll free at (877) 935-7400 or to sign up online, visit www.hfesq.com. You may also email Mr. Houston at mhouston@hfesq.com. For more information about class action cases in general, please visit our website: www.hfesq.com.
Harwood Feffer LLP is a national shareholder litigation firm. Harwood Feffer LLP is devoted to protecting the interests of individual and institutional investors in shareholder actions in state and federal courts nationwide.
Attorney Advertising. (C) 2011 Harwood Feffer LLP. The law firm responsible for this advertisement is Harwood Feffer LLP (www.hfesq.com). Prior results do not guarantee or predict a similar outcome with respect to any future matter.
SOURCE: Harwood Feffer LLP

Harwood Feffer LLP

Matthew Houston, 877-935-7400

mhouston@hfesq.com

clowther@hfesq.com

www.hfesq.com

For full details on Forest Laboratories Inc (FRX) FRX. Forest Laboratories Inc (FRX) has Short Term PowerRatings at TradingMarkets. Details on Forest Laboratories Inc (FRX) Short Term PowerRatings is available at This Link.
For full details on Clinical Data Inc (CLDA) CLDA. Clinical Data Inc (CLDA) has Short Term PowerRatings at TradingMarkets. Details on Clinical Data Inc (CLDA) Short Term PowerRatings is available at This Link.


http://www.tradingmarkets.com/news/press-release/clda_frx_harwood-feffer-llp-announces-investigation-of-clinical-data-inc--1508030.html

Seems like it's what most CEOs and management do these days. What ever happened to the legal fiduciary responsibility to shareholders? Oh wait ... that's something for the SEC to enforce, right? Nuf said.

Kirk basically sold the investor down the river. I am sure Viibryd will exceed the milestones in the CVR. Look at Pristiq,desvenlafaxine, which is an active metabolite of venlafaxine. According the the pharmacist letter ..., European regulators say that Pristiq seems less effective than venlafaxine for depression...and isn't better tolerated.

Docs are prescribing Pristiq even though generic and Effexor XR are cheaper. I think Pristiq brings in 800 million per year.

Wow it's a bittersweet morning......that seem really like a lowball number for a buyout.....I'm selling off at 31..... Made some coin but expected much more, it's all good.....see you in ZIOP

Me too @ $31.12 with the exception of 100 shares (so I will still get alerts etc.) I am a little hesitant to buy more ZIOP now..I really don't like this buyout.

I'm out
not now focusing on ZIOP

They will buy you out now at 30 and issue warrants for the rest
I am selling now at $31.00 +
Focus on ZIOP

they screwed investors. thats a total low ball BS offer

Forest Labs To Buy Clinical Data For At Least $898.7 Million

Last update: 2/22/2011 8:33:44 AM

DOW JONES NEWSWIRES Forest Laboratories Inc. (FRX) said it will buy Clinical Data Inc. (CLDA) for at least $898.7 million, as it looks to capitalize on Clinical Data's newly approved Viibryd antidepressant drug. According to terms of the deal, Forest Labs will pay $30 a share in cash for each Clinical Data share--a 12% discount from their closing price of $33.90 on Friday. The deal also includes a contingent consideration of $6 a share based on milestones related to Viibryd that could boost the price tag on the deal to $1.08 billion.

Shares of Forest Labs plunged 6.8% to $32 in premarket trading as the company said the deal is expected to hurt its per-share earnings for the next three fiscal years, with the bottom line being dinged by 55 cents to 65 cents a share for fiscal 2012. Forest Labs said the deal may add to its bottom line during fiscal 2014.

Clinical Data shares closed Friday at $33.90 and were inactive premarket. Forest Labs noted that the $30-a-share offer is a 6.6% premium to the average trading price of Clinical Data stock since the first trading day after it announced the approval of Viibryd.

"We believe that we are uniquely positioned to bring Viibryd to market in light of our long and successful experience of clinical development and expertise in the antidepressant market," said Forest Labs Chairman and Chief Executive Howard Solomon. "This transaction is consistent with our strategy to acquire new products that will help offset the loss of revenues due to patent expiries."

Consolidation has been a theme of the drug-making and developing industry of late, as companies have been buying each other up in an attempt to insulate themselves from revenue lost when patents on drugs expire, allowing much cheaper generic versions of drugs to hit the market. The deal has been approved by both companies' boards of directors and is expected to close in the second quarter.

Yes, but do we have to hang on to our shares to get the extra $6? Or will they just pay the extra $6 to those who had shares as of a certain date..like a dividend date?

I agree but if we get the extra 6 it is not bad
Could be another bidder could still come in.
The notice on the filing says under Investors this is not definitive

This doesn't seem like a very good deal to me...$30/share + (maybe) $6 later??

I bought more on the pullback as well. I see a $55 at M&A. Watch this stock as well----ALRT. FDA approval coming soon and for diabetes market with 24 million diabetics. Low price now at .08. Not on anyones radar yet, but that will likely change soon.

This should read "Viibryd is basically guaranteed Medicare coverage based on current regulations."

Basically guaranteed Medicare covarega. CMS (Centers for Medicare and Medicaid Services) puts very tight controls on Part D sponsors. However, antidepressants are uniquely covered without much trouble, hence Viibryd will be covered automatically by things like Medicare / Medicaid.

Section 30.2.5 in Chapter 5 of the CMS Part D manual addresses what they call "beneficiary protections". One of these protections is a mandate that formularies don't materially restrict access to drugs in the "Six Classes of Clinical Concern" aka "Protected Classes".

Antidepressants is one of the classes. The net result of the reg is that Part D sponsors must include virtually all drugs within the six classes on their formularies with minimal barriers (ie strict Prior Authorization). Thus, Viibyrd will be on all Part D formularies by this rule. CMS also has generous low income subsidies for many beneficiaries so even if plans put Viibyrd on a high cost tier many beneficiaries would still be able to access the drug at a low out of pocket expense.

http://www.cms.gov/PrescriptionDrugCovContra/Downloads/Chapter6.pdf

CLDA research notes attached from Roth, BMO and Griffin

Roth -- http://slidesha.re/gk6RMM

Griffin -- http://slidesha.re/gBOfza

BMO -- http://slidesha.re/dF1nnF

You can find more here. I have links to the newest reports out of Roth / MLV/ Rodman/Piper Jaffray upgrades.

http://www.chasingthealpha.com/2011/01/clda-analyst-upgrades.html

http://www.chasingthealpha.com/2011/01/clda-piper-jaffray-why-viibryd-could-be.html

I got ya......I doubled down at 29 on CLDA after the pullback from 33, would have done it sooner but was in Hawaii and didn't want to be glued to the computer on vacation.....original purchase was at 15 so I'm averaged at 22 and have got some Ziop with plans to load more

Have fun scraping wallpaper this week....I'll be hanging it! Lol

and also b/c I will probably buy some more ZIOP then once I free some CLDA money up

Mostly b/c I would like to watch it go up but also if sold it may may trade over the buyout price for a bit so maybe I could make more money. The Monday morning after the Viibryd was approved before the market opened when I saw it was only trading at 23+ I bought more shares b/c I thought it would go higher. I am still sitting on those shares so am glad I bought them. I just wish I had woken up sooner.

Autosinger why do you need to be around for announcement? It will be exciting but I'm assuming if the shares will jump to the buyout price and hold there, right?

My "engagement" involves removing wallpaper and painting for/with my daughter and she lives 6 hours away. I will be off from work after today for about 10 days so I need to get going on it. I think that if there is an announcement Tuesday it will be before or after hours so I was thinking of traveling mid-day. I will have internet once I get there.

If your engagement can wait I say go as late as you can on Tuesday.. If the deal is announced and you are en route you will regret that decision.. However, if it isn't announced and you didn't travel at least its piece of mind..

I am heading out of town for a week or so and am trying to decide whether to leave Monday afternoon or Tuesday morning. I am thinking they may announce Tuesday morning too and don't want to be enroute when it is announced, but I will have internet when I get there. If they announce early enough they wouldn't have to halt trading, which may be easier for them.

I think Tues AM
Just a guess

You can probably get an alert via your brokerage. I use Ameritrade and can get them through them. You can also get one with Yahoo, but I think it is delayed, not real time.

I hope it's next week, it's feeling like it.......

Figures I'll be working with no Internet .... How could I get a text alert?

It's fun reading cap_rj_Kirk posts on the yahoo board.....he really is in the know it seems, one post he explains who has large shorting positions and some sort of vendetta with Kirk, and these are the people manipulating ZIOP now


Hope your all well, it's getting close........

I am trying to plan my week. Do you think if its going to happen this week that it will be Tuesday, before or after hours? That is what I am thinking.

http://www.dailyfinance.com/story/stock-picks/two-reasons-for-clinical-data-shares-to-soar/19842051/

Good Post
I concur
PS Next Tuesday might be special !!

Huge trade today in the options with a sell to open on 800+ March $50 puts @ $17.70 each. (short the put and take the premium). That's about a $1.45 million trade with significant downside. Must be pretty confident in a good outcome.

it's certainly a risky enough trade that you'd better be certain of current circumstances at $CLDA

well you can consider that Kirk sold New Rivers Pharmaceutical over President's Day weekend in 2007. We had a very bullish close and trading day. Options activity is very heavy on the calls, weak put action.

http://www.guardian.co.uk/business/2007/feb/20/marketforces1

I think that speaks volumes about pps Friday !!
I hope announcement comes out AH Friday but likely next Tuesday if at all.

Huge buy in on $CLDA in AH - 240,000 shares @ $33.50 (~$8.04 million) -- http://bit.ly/hVWZHs

http://seekingalpha.com/article/253211-clinical-data-rising-is-a-buyout-imminent?source=yahoo

http://forums.favstocks.com/traders-lounge/4-adam-feuerstein-paid-basher-shorter.html

WELL I HOPE af KEEPS IT UP
I HAVE MADE A BLOODY FORTUNE ON THIS STOCK LOL

Feuerstein didn't think the drug would get approved and the stock has doubled since then...hence giddiness.

I don't understand why people listen to Adam F. He has been wrong on this stock again and again. The giddiness here is a little premature. Feuerstein’s bearishness may turn out to be right when all is said and done.

The tongue of The Devil is smart in a sinister way
AF plays on peoples' fears

I don't understand why people listen to Adam F. He has been wrong on this stock again and again.

$33.72, higher than I would have liked, but will be fine with a buyout.

AF and Cramer is a total pump and dump scam... AF has mentioned that he is not short, and does not invest in stock, but it never fails he plays the "devil's advocate" which is fine and he is consistent but he never admits that he may be wrong or never sees the other side of the story.

I had a suspicion, that after the Mad Money craze last night, my buddy and I guess it would be 35 pre market open around that number and go down the rest of the way. It is a way for Cramer and the like to steal money short term from long investors. You had to know the Cramer news would be a short term artificial bounce in the price; followed by a retreat.

It just goes to show that AF tweet at the end of the day was to continue to help his short friends out who shorted at the open. Absolutely pathetic. I have seen this time and time again.

On a lighter side CLDA held very nicely after yesterday's move.

Started down after this Adam F. tweet. Can always count on him to bring a stock down.

adamfeuerstein: Meant to say: Leerink says $FRX prefers to make an EU specialty product acquisition. Does that rule out $CLDA?

how much per share ?

I just bought a little more CLDA, I figure it is money in the bank. I have to work this afternoon so I will work on ZIOP tomorrow.

Now at 100000 shares ZIOP at $5.897