Lawsuit Overview
October 11, 2013 (Shareholders Foundation) - An investor, who currently hold shares of Greenway Medical Technologies, Inc. (NYSE:GWAY) ), filed a lawsuit in effort to halt the proposed takeover of Greenway Medical Technologies, Inc. by Vitera Healthcare Solutions, LLC for $20.35 per NYSE:GWAY share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:GWAY stockholders arising out of the attempt to sell Greenway Medical Technologies, Inc. too cheaply via an unfair process to
On Sep. 23, 2013, Greenway Medical Technologies, Inc announced an agreement which will result in the combination of the businesses of Greenway Medical Technologies and Vitera Healthcare Solutions, LLC. Under the terms of the agreement, Vista Equity Partners, which owns Vitera Healthcare Solutions, will pay Greenway Medical Technologies stockholders $20.35 in cash for each share of NYSE:GWAY common stock they hold. The all-cash transaction is valued at approximately$644 million.
However, the plaintiff claims that the offer is too low and undervalues Greenway Medical Technologies, Inc. and its innovative technologies.
In addition, the plaintiff says that the process is also unfair to NYSE:GWAY investors. The plaintiff alleges that the board of directors agreed to preclusive deal protection devices, such as a strict no-solicitation, a matching rights, and a $24.13 million termination fee provision, that deter competing, superior bids. In addition, certain of Greenway’s stockholders who collectively own approximately 50.9% of Greenway’s outstanding shares have already agreed to tender their shares into the offer, and vote their shares in favor of the definitive merger agreement and the merger, subject to certain terms and conditions.
On Oct. 11, 2013, NYSE: GWAY shares closed at $20.47 per share.