Adolor Corporation Buyout Faces Stockholder Investigation

If you purchased shares of Adolor Corporation (NASDAQ: ADLR) prior to the announcement and currently hold those shares, you have certain options and you should contact the Shareholders Foundation, Inc.

To have your information reviewed for options and to recieve notifications about this investigation, please use this form. You may also send an email to mail@shareholdersfoundation.com, or call us at (858) 779-1554.
Company Name(s): 
Adolor
Affected Securities: 
NASDAQ: ADLR

San Diego, Oct. 19, 2011 (Shareholders Foundation) -- The announcement that Adolor Corp. agreed to be acquired by Cubist Pharmaceuticals, Inc. caused an investigation on behalf of investors of Adolor Corporation (NASDAQ: ADLR) concerning whether the offer to acquire Adolor Corporation and the buyout process are unfair to investors of Adolor Corp. (NASDAQ:ADLR) and whether certain of its officers and directors or others breach their fiduciary duties owed investors in NASDAQ ADLR shares.

The investigation by a law firm concerns whether Adolor Corp., certain of its officers and directors, and/or others breached their fiduciary duties owed Adolor Corporation (NASDAQ:ADLR) investors in connection with the proposed acquisition.

On Monday, October 24, 2011 Adolor Corporation (NASDAQ: ADLR) and Cubist Pharmaceuticals, Inc. (NASDAQ: CBST) announced that they have signed an agreement under which Cubist harmaceuticalswill acquire all of the outstanding shares of Adolor Corp. for $4.25 per share in cash, or approximately $190 million on a fully-diluted basis, net of Adolor’s third quarter 2011 cash balance. In addition to the upfront cash payment, each Adolor stockholder will receive one Contingent Payment Right (CPR), entitling the holder to receive additional cash payments of up to $4.50 for each share they own if certain regulatory approvals and/or commercialization milestones for ADL5945 are achieved. Adolor’s lead development program is ADL5945, an oral, peripherally-restricted opioid receptor antagonist. The total transaction is valued at up to $415 million, net of Adolor’s third quarter 2011 cash balance.

However, Adolor Corporation’s performance increased over the past years. Its annual Revenue rose from $9.12million in 07 to $43.30million in 2010 and its Net Loss decreased from $48.44million for 2007 to $27.27million in 2010. For the second quarter 2011 Adolor Corporation reported an increase in its second quarter Revenue from $10.95million last year to $14.19milion this year and its second quarter Net Loss decreased from $8.28million to $1.84million.

Furthermore, at least one analyst has set the high target price for NASDAQ:ADLR shares at $8 per share.

Therefore, the investigation concerns whether the Adolor Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to Adolor Corporation (NASDAQ:ADLR) shareholders by failing to adequately shop the Company before entering into this transaction. Furthermore the investigation concerns on whether Cubist Pharmaceuticals, Inc would underpay for NASDAQ:ADLR shares, thus unlawfully harming Adolor Corporation (ADLR) stockholders. A potential securities class action lawsuit would seek to maximize the amount of money and information Adolor (NASDAQ:ADLR) shareholders would receive in a buyout, so the law firm.