Levi & Korsinsky announces an investigation of potential claims against the board of directors of Sepracor Inc. (Sepracor) for possible breaches of fiduciary duty and other violations of state law in connection with their attempt to sell the company to Dainippon Sumitomo Pharma Co. (Dainippon).

Under the terms of the agreement, Sepracor shareholders will receive $23 in cash for each share of Sepracor they own for a total transaction value of approximately $2.6 billion.

The investigation concerns whether the merger consideration is adequate and whether the Sepracor board of directors breached their fiduciary duties to Sepracor shareholders by agreeing to a strict no-solicitation provision and a $77.4 million termination fee that will all but ensure that no superior proposal will ever be forthcoming.

Sepracor is a research-based pharmaceutical company.