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| Protecting the Rights of Shareholders and Consumers |
Talecris Biotherapeutics Holdings Corp. Securities Litigation
Copyright ©2009 Levi & Korsinsky, LLP
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Talecris Biotherapeutics Holdings Corp. (NasdaqGS: TLCR) shareholder litigation
in connection with alleged unfair takeover offer
On June 6, 2010, Talecris Biotherapeutics Holdings Corp. (“Talecris” or the
“Company”) announced that it had agreed to sell the Company to Grifols S.A.
("Grifols") (GRF.MC). Under the terms of the transaction, Talecris shareholders will
receive $19.00 in cash and 0.641 newly-issued non-voting Grifols' shares for each
Talecris share of common stock they own. Based on the closing price of Grifols'
ordinary shares as of June 4th, 2010 and prevailing Euro-Dollar exchange rates, the
transaction values Talecris stock at $26.16 per share for a total transaction value of
approximately $3.4 billion. A Cerberus Capital Management affiliate that holds 49% of
Talecris has agreed to vote for the deal.
For the quarter ending March 31, 2009, Talecris reported total revenue of $380.961
million and net income of $45.339 million as compared to total revenue and net
income of $390.113 million and $1.372 million, respectively, for the prior quarter. The
investigation concerns whether the Talecris Board of Directors breached their
fiduciary duties to Talecris stockholders by failing to adequately shop the Company
before entering into this transaction and whether Grifols is underpaying for Talecris
shares, thus unlawfully harming Talecris stockholders. In particular, the offer price is
only a small premium over the $24.41 price the Company's shares traded at as
recently as January 22, 2010 and at least one analyst set a price target for Talecris
stock at $30.00 per share.
in connection with alleged unfair takeover offer
On June 6, 2010, Talecris Biotherapeutics Holdings Corp. (“Talecris” or the
“Company”) announced that it had agreed to sell the Company to Grifols S.A.
("Grifols") (GRF.MC). Under the terms of the transaction, Talecris shareholders will
receive $19.00 in cash and 0.641 newly-issued non-voting Grifols' shares for each
Talecris share of common stock they own. Based on the closing price of Grifols'
ordinary shares as of June 4th, 2010 and prevailing Euro-Dollar exchange rates, the
transaction values Talecris stock at $26.16 per share for a total transaction value of
approximately $3.4 billion. A Cerberus Capital Management affiliate that holds 49% of
Talecris has agreed to vote for the deal.
For the quarter ending March 31, 2009, Talecris reported total revenue of $380.961
million and net income of $45.339 million as compared to total revenue and net
income of $390.113 million and $1.372 million, respectively, for the prior quarter. The
investigation concerns whether the Talecris Board of Directors breached their
fiduciary duties to Talecris stockholders by failing to adequately shop the Company
before entering into this transaction and whether Grifols is underpaying for Talecris
shares, thus unlawfully harming Talecris stockholders. In particular, the offer price is
only a small premium over the $24.41 price the Company's shares traded at as
recently as January 22, 2010 and at least one analyst set a price target for Talecris
stock at $30.00 per share.
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