Lawsuit Overview
February 11, 2021 - The court granted the defendants' motion to dismiss.
September 27, 2019 - A motion to dismiss the amended complaint was filed.
August 9, 2019 - The case was transferred to the U.S. District Court for the District of Rhode Island.
July 23, 2019 - An amended complaint was filed.
February 25, 2019 - An investor in shares of CVS Health Corporation (NYSE: CVS) filed a lawsuit in the U.S. District Court for the Southern District of New York over alleged violations of Federal Securities Laws by CVS Health Corporation in connection with certain allegedly false and misleading statements made between May 21, 2015 and February 20, 2019. Woonsocket, RI based CVS Health Corporation, together with its subsidiaries, provides integrated pharmacy health care services. On May 20, 2015, CVS Pharmacy, Inc., a wholly owned subsidiary of CVS Health, entered into an Agreement and Plan of Merger to acquire Omnicare, Inc., a provider of pharmaceuticals and related pharmacy services to long-term care facilities and provider of specialty pharmacy and commercialization services for the bio-pharmaceutical industry (the “Omnicare Acquisition”). According to CVS Health’s SEC filings, upon the effective date of the Omnicare Acquisition, each share of common stock, par value $1.00 per share, of Omnicare would be converted into the right to receive $98.00 in cash, or approximately $10.6 billion in the aggregate. In addition, CVS Pharmacy would assume approximately $2.3 billion in debt of Omnicare. On August 18, 2015, CVS Health acquired 100% of the outstanding common shares and voting interests of Omnicare for $98 per share for a total of $9.6 billion and assumed long-term debt with a fair value of approximately $3.1 billion. Additionally, holders of Omnicare restricted stock units and performance based restricted stock units received 738,765 CVS Health restricted stock awards with a fair value of approximately $80 million as replacement awards. According to CVS Health’s SEC filings, the Company acquired Omnicare to expand its operations in dispensing prescription drugs to assisted-living and long-term care facilities, and to broaden its presence in the specialty pharmacy business as it sought to serve a greater percentage of the growing senior patient population in the United States. Then on February 20, 2019, CVS Health announced the Company’s fourth quarter and full year financial and operating results and provided 2019 full year guidance. CVS Health advised investors that adjusted earnings in 2019 would be $6.68 to $6.88 per share, compared with the $7.36 average of market estimates, citing rising costs and poor results related to the Company’s 2015 acquisition of Omnicare. According to the complaint the plaintiff alleges on behalf of purchasers of CVS Health Corporation (NYSE: CVS) common shares between May 21, 2015 and February 20, 2019, that the defendants violated Federal Securities Laws. More specifically, the plaintiff claims that between May 21, 2015 and February 20, 2019, the Defendants made false and/or misleading statements and/or failed to disclose that CVS Health’s financial condition and expected earnings were deteriorating as a result of rising costs and poor results associated with the Omnicare Acquisition, and that as a result, CVS Health’s public statements were materially false and misleading at all relevant times.