An investigation on behalf of current investors Allion Healthcare, Inc. (Public, NASDAQ:ALLI), who purchased the shares before October 19, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price were announced.

The investigation by a law firm focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of Allion Healthcare, Inc. (Public, NASDAQ:ALLI) arising out of their attempt to sell Allion Healthcare, Inc. (NasdaqGM: ALLI) to an affiliate of H.I.G. Capital, LLC. On October 19, 2009 Allion Healthcare Inc. (ALLI) announced that it has agreed to be acquired by an affiliate of H.I.G. Capital, LLC, in a transaction valued at about $278 million. Under deal terms, Allion stockholders would receive $6.60 per share in cash, representing a premium of 30.2% over Allion's average share price for the five trading days prior to the execution and public announcement of the transaction.

But according to an investigation by a law firm the transaction appears to be unfair to current investors of Allion Healthcare, Inc. (Public, NASDAQ:ALLI) because the offer to purchase Allion Healthcare, Inc. (ALLI) at $6.60 per share appears opportunistically timed to take advantage of the current economic downturn. The investigation concerns whether the Allion Healthcare Board of Directors breached their fiduciary duties to ALLI shareholders by agreeing to sell the Company at an unfair price thereby harming ALLI shareholders, whether the directors of Allion Healthcare may have breached their fiduciary duties by not acting in ALLI shareholders' best interests in connection with the sale process of Allion Healthcare Inc., and the Company may not have adequately shopped itself around before entering into this transaction and, pursuant to this proposed transaction, may be the affiliate of H.I.G. Capital, LLC underpaying for Allion Healthcare, In., thus unlawfully harming ALLI shareholders. Thus the investigation concerns whether the Allion Board of Directors breached their fiduciary duties to Allion shareholders given that (i) the Company's shares traded at $7.74 as recently as July 31, 2009; (ii) the Company has a book value of $6.62 a share; and (iii) the median price target for Allion stock set by analysts is $9.00 per share with at least one analyst setting a $10.00 per share price target.

Allion Healthcare, Inc., located in Melville, NY, is a provider of specialty pharmacy and disease management services focused on Human Immunodeficiency Virus/Acquired Immune Deficiency Syndrome (HIV/AIDS) patients, as well as specialized biopharmaceutical medications and services for chronically ill patients. Allion Healthcare reported in 2007 Total Revenue of $246.66million with a Net Income of $3.26million and in 2008 Total Revenue of $340.67million with a Net Income of $.7.52million. Allion Healthcare shares (ALLI) traded after the announcement at $6.48 per share and at about $5.5 per share the day before the announcement. ALLI shares were down from its 52weekHigh of $7.74 per share.