November 2011 - Proposed settlement of their class action over the company's planned $3.2 billion sale to a private equity firm.
February 2011 - An investor in shares of Emergency Medical Services Corporation (NYSE:EMS) filed a lawsuit in effort to block the currently proposed $3.2 billion takeover of Emergency Medical Services Corporation by private equity firm Clayton Dubilier & Rice LLC.

According to the complaint the plaintiff alleges the board of directors breached their fiduciary duties arising out of their attempt to sell Emergency Medical Services Corporation too cheaply and via an unfair process to private equity firm Clayton Dubilier & Rice LLC.

On Monday, Feb 14, 2011, Emergency Medical Services Corporation (NYSE:EMS) and Clayton, Dubilier & Rice, LLC announced a definitive merger agreement under which an affiliate of Clayton, Dubilier & Rice, LLC formed to complete the merger will acquire Emergency Medical Services Corp.
Under the terms of the proposed agreement EMS stockholders would receive, at the closing of the transaction, $64.00 in cash for each share of Emergency Medical Services Corp Class A common stock and Class B common stock and each LP Exchangeable Unit.

But the plaintiff alleges the price is unfair to EMS investors, because data shows that private-equity firms had announced almost 400 pending or completed acquisitions of U.S. health products and services companies in the past five years, with an average size of $449.4 million and a typical is premium of 30% but here rather than providing a premium, the offer represents a 9.4% discount to EMS’s closing stock price on Feb 11 of $70.66. Consequently shares of Emergency Medical Services Corporation in the open market dropped on Monday to under $63 per share.

In addition, so the plaintiff, the price is inadequate because analysts have set price targets for EMS stock above the $64 offer price, with a high target of $76. In fact Emergency Medical Services Corporation performed exceptionally well for its shareholders in the past. Emergency Medical Services’ 12 months Total Revenue increased from $1.934billion in 2006 to $2.569billion in 2009. Its Net Income almost tripled from $39.07million in 2006 to $115.24million in 2009. For the first three quarters in 2010 Emergency Medical Services reported a combined nine months Total Revenue of $2.125billion with a combined nine months Net Income of $91.75million

The plaintiff alleges that the Board members agreed to deliver Emergency Medical Services Corp. to Clayton, Dubilier & Rice, LLC in order to secure material benefits for themselves as a result of the Proposed Acquisition, which will provide tens of millions of dollars in gains to the Board and members of Emergency Medical Services’ management.

Furthermore the plaintiff alleges the sale process is unfair because of the impact of Onex Corporation and its affiliates, which own 31% of Emergency Medical Services and has a management agreement that pays a couple of million dollars a year. Onex Corp. and its affiliates is already realizing roughly 10 times its invested capital if through the proposed buyout and the plaintiff claims that Onex Corporation and its affiliates have sufficient voting power to approve the merger, and already have agreed to vote in favor of adoption of the Merger Agreement. But the plaintiff raises also the question that Emergency Medical Services has little debt and a $3.2 billion takeover over 45.5 million shares would equal a stock price of $70, but not the $64 a share that EMS shareholders are being offered. The plaintiff says it is hard for shareholders who expected that a deal worth $3.2 billion to understand without further information how transaction costs in this deal amounted to almost $300million or $6.50 a share. At least one analyst, so the plaintiff, speculated that the almost $300million“costs” must include some kind of payment to Onex Corporation and its affiliates.