MILWAUKEE, July 31, 2013 (GLOBE NEWSWIRE) -- We are investigating the Board of Directors of Optimer for possible breaches of fiduciary duty and other violations of state law in connection with the sale of Optimer to Cubist.
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Optimer's long-term financial outlook is very positive and yet Optimer shareholders will receive only $10.75 per more than 20% below the $13.29/share closing price of Optimer on July 30, 2013. Cubist is well aware of Optimer's improving financial metrics and is purchasing Optimer at a substantial discount. The merger agreement unreasonably limits prospective bids for Optimer by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Optimer receive and accept a superior bid. Optimer insiders, their affiliates and other majority shareholders own significant voting units of Optimer, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of Optimer not necessarily in the best interests of non-insider shareholders. In light of these facts, our investigation centers on the conduct of Optimer's Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Optimer given its current financial condition and prospects.
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CONTACT: Ademi & O'Reilly, LLP Guri Ademi 3620 East Layton Ave. Cudahy, WI 53110 Toll Free: (866) 264-3995 Fax: (414) 482-8001 www.ademilaw.comSource:Ademi & O'Reilly, LLP