MDNU Medical Nutrition Usa (MM)

Rigrodsky & Long, P.A. announces that it is investigating potential claims against the board of directors of Medical Nutrition USA, Inc. (“Medical Nutrition USA” or the “Company”) (Nasdaq:MDNU) concerning possible breaches of fiduciary duty and other violations of law related to the Company’s entry into an agreement to be acquired by Danone North America, Inc. (“Danone”) in a transaction valued at approximately $62.3 million. (http://www.rigrodskylong.com/news/MedicalNutritionUSA-MDNU).

Under the proposed agreement, Danone will acquire all the outstanding shares of Medical Nutrition USA for $4.00 per share in cash. The investigation concerns whether Medical Nutrition USA’s board of directors failed to adequately shop the Company and obtain the best price possible for Medical Nutrition USA’s shareholders before entering into the agreement with Danone. Moreover, holders of shares of Medical Nutrition USA common stock constituting a majority of the Company’s outstanding shares have executed and delivered to Medical Nutrition USA written consents adopting the merger agreement, as a result of which the required shareholder approval of the merger has been obtained and no further action by the Company’s shareholders is required in connection with the transaction.

As recent as June 3, 2010, the Company reported its first quarter 2010 financial results wherein Medical Nutrition USA reported a 30% sales increase for the quarter. Indeed, the Company’s Chairman and CEO, Frank A. Newman commented: “We are very pleased with the Company's results for the quarter[.] Performance was strong across the board -- particularly for branded products, sales of which increased over 35% during the period. Our gains in the quarter reflect the continued addition of new nursing homes and hospitals to our end-user community as well as higher consumption within existing facilities. We feel good about our continuing momentum and direction for the year.” Additionally, according to Yahoo! Finance, at least one analyst has set a price target of $8.25 per share.

If you own the common stock of Medical Nutrition USA and purchased your shares before June 11, 2010, if you have information or would like to learn more about these claims, or if you wish to discuss these matters or have any questions concerning this announcement or your rights or interests with respect to these matters, please contact Seth D. Rigrodsky, Esquire or Noah R. Wortman, Case Development Director, of Rigrodsky & Long, P.A., 919 N. Market Street, Suite 980, Wilmington, Delaware, by telephone at (888) 969-4242, or by e-mail to info@rigrodskylong.com.

Rigrodsky & Long, P.A., with offices in Wilmington, Delaware and Garden City, New York, regularly litigates securities class, derivative and direct actions, shareholder rights litigation and corporate governance litigation, including claims for breach of fiduciary duty and proxy violations in the Delaware Court of Chancery and in state and federal courts throughout the United States.

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