The announcement by Emdeon Inc. that it agreed to be acquired by Blackstone Capital Partners VI L.P. prompted an investigation on behalf of investors of Emdeon Inc. Class A Common Stock (NYSE:EM) concerning whether the offer to acquire Emdeon and the buyout process are unfair to investors of Emdeon Inc. (NYSE: EM) and whether certain of its officers and directors or others breached their fiduciary duties owed investors in NYSE EM shares.

The investigation by a law firm concerns whether Emdeon Inc, certain of its officers and directors, and/or others breached their fiduciary duties owed to Emdeon Inc. Class A Common Stock (NYSE:EM) investors in connection with the proposed acquisition.

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, NYSE: EM shares traded as recently as April 1, 2011 at $16.48 per share and in April last year at $16.75, thus leaving Emdeon stockholders 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.

Therefore the investigation concerns whether the Emdeon Board of Directors undertook an adequate and in particular breached their fiduciary duties to the Emdeon Inc. Class A Common Stock (NYSE:EM) shareholder by failing to adequately shop the Company before entering into the transaction.

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 Emdeons outstanding shares, in favor of the transaction.

The investigation concerns also whether Blackstone Capital Partners VI L.P. would underpay for NYSE:EM shares, thus unlawfully harming Emdeon Inc. Class A Common stockholders.

Despite analysts that have set the target price for NYSE: EM above the current offer 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.

A potential securities class action lawsuit would seek to maximize the amount of money and information Emdeon Inc. Class A shareholders would receive in a buyout, so the law firm.