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Noven Pharmaceuticals, Inc. and Hisamitsu Pharmaceutical Co., Inc. announced on Tuesday, July 14, 2009, that they have entered into a definitive merger agreement pursuant to which Hisamitsu Pharmaceutical offered to acquire Noven Pharmaceutical for total cash consideration of approximately $428 million, or $16.50 per share, in an all-cash tender offer for 100% of the outstanding shares of Noven. The offer price represents a 22% premium to the closing price of Noven's common stock on July 13, 2009.
The complaint alleges that "the consideration that Hisamitsu has stated it will offer to holders of Noven common stock, and that Noven's Board has accepted in unanimously agreeing to the Proposed Transaction, is unfair and inadequate because, among other things, the intrinsic value of Noven common stock is materially higher than the amount offered, giving due consideration to the Company's growth and operating results and a promising new drug product in its pipeline."
Hisamitsu has had a capital alliance with Noven since 2001 and owns already 4.98 percent of its outstanding shares. Noven Pharmaceuticals, Inc., located in Miami, Florida, is a specialty pharmaceutical company engaged in the research, development, manufacturing, licensing, marketing and sale of prescription pharmaceutical products.
Although Kendall Law Group has not yet filed a complaint in this action, the firm has extensive experience representing investors who seek to have a higher price per share or more information disclosed to the market in acquisitions like this between Noven and Hisamitsu.
If you wish to learn more about your rights as a Noven shareholder, contact attorney Hamilton Lindley at 877-744-3728 or hlindley@kendalllawgroup.com. For more information on shareholder actions and the Kendall Law Group, please visit www.kendalllawgroup.com.
Contact: Hamilton Lindley Kendall Law Group, LLP 3232 McKinney, Ste. 700 Dallas, TX 75204 (877) 744-3728 Toll Free (214) 744-3000 Telephone (214) 744-3015 Facsimile hlindley@kendalllawgroup.com www.kendalllawgroup.com
SOURCE: Kendall Law Group
mailto:hlindley@kendalllawgroup.com http://www.kendalllawgroup.com
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