Indevus settles lawsuits, agrees to lower termination fee in proposed merger with Endo

By Lisa Kerner

Charlotte, N.C., Feb. 5 - Indevus Pharmaceuticals, Inc. and Endo Pharmaceuticals Holdings Inc. amended their Jan. 5 merger agreement, reducing the termination fee payable under some limited circumstances to $18 million from $20 million in response to shareholders' legal action, it was reported in a form 8-K filed with the Securities and Exchange Commission.

Lawsuits filed by shareholders in Delaware and Massachusetts allege the termination fee was too high, the filing said.

Plaintiffs in the lawsuits also claim Indevus and its board breached their fiduciary duties by agreeing to the proposed merger of the pharmaceutical companies at an unfair price and failing to provide Indevus stockholders with adequate information in order to make an informed decision regarding tendering their shares.

Indevus said it entered into a memorandum of understanding with a majority of the parties of the five class-action lawsuits to minimize the cost to the company of defending itself against the lawsuits, which Indevus believes are without merit.

The lawsuit filed in Delaware on Jan. 30 by Stefen Hell was not included in the memorandum of understanding, according to the filing.

It was previously reported that Endo agreed to acquire 100% of the outstanding shares of Indevus, located in Lexington, Mass., in a $4.50-per-share cash tender offer valued at approximately $370 million.

Endo, based in Chadds Ford, Pa., also agreed to pay an additional $3.00 per Indevus share, or $267 million, upon achievement of certain milestones related to two of Indevus' primary product candidates, Nebido and the octreotide implant.

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