Lawsuit Overview
San Diego, Aug 05, 2011 (Shareholders Foundation) -- An investor in Emdeon Inc. Class A Common Stock (NYSE:EM) filed a lawsuit against the board of directors of Emdeon in effort to stop the proposed takeover of Emdeon by Blackstone Capital Partners VI L.P.
According to the complaint the plaintiff alleges that the defendants breached their fiduciary duties owed to Emdeon Inc. Class A Common Stock (NYSE:EM) investors arising out of the attempt to sell Emdeon too cheaply via an unfair process to a Blackstone fund.
On Thursday, Aug. 4, 2011, Emdeon Inc. (NYSE: EM) announced that it has entered into a merger agreement with Blackstone Capital Partners VI L.P. under which this Blackstone fund will acquire a controlling interest in Emdeon in a transaction valued at approximately $3 billion.
Under the terms of the merger agreement, holders of Emdeon common stock will receive $19.00 per share in cash. Emdeon Inc. Class A Common Stock increased slightly under 14% in response to the takeover news.
However, the plaintiff alleges, among other things, Emdeon's Board of Directors failed to act in the best interest of shareholders and the $19 offer undervalues the company.
In fact, NYSE: EM shares traded as recently as April 1, 2011 at $16.48 per share and in April last year at $16.75, thus certain Emdeon stockholders are left with only a meager premium. Additionally at least one analyst set the high target price for NYSE: EM stocks at $21 per share, thus well above the current offer. Furthermore, Emdeon Inc has performed well for its stockholders in the past. Its annual Total revenue increased between 2007 and 2010 from $808.54million to $1,002.15million. Its Net Income rose over the same time frame from $17.28million in 07 to $19.55million in 2010. Its first quarter Revenue increased from $237.28million last year to $271.50million this year and its first quarter Net Income rose from $1.89million a year earlier to $4.39million.
Additionally, Emdeon Inc also said that General Atlantic and Hellman & Friedman have already agreed to vote shares owned by them representing, in the aggregate, approximately 70% of Emdeon’s outstanding shares, in favor of the transaction.