Investigation Overview
San Diego, Oct. 24, 2011 (Shareholders Foundation) -- The announcement that HealthSpring agreed to be acquired by Cigna Corporation for $55 per NYSE:HS share prompted an investigation on behalf of investors of HealthSpring, Inc (NYSE: HS) concerning whether the offer to acquire HealthSpring Inc and the buyout process are unfair to investors of HealthSpring (NYSE:HS) and whether certain of its officers and directors or others breach their fiduciary duties owed investors in NYSE HS shares.
The investigation by a law firm concerns whether HealthSpring, certain of its officers and directors, and/or others breached their fiduciary duties owed Health Spring, Inc (NYSE:HS) investors in connection with the proposed acquisition.
On Monday, October 24, 2011 HealthSpring, Inc. (NYSE:HS) and Cigna Corporation (NYSE: CI) announced that they have signed an agreement under which Cigna Corp. will acquire all the outstanding shares of HealthSpring for $55 per share in cash or a total transaction value of approximately $3.8 billion. HealthSpring, Inc said the offer represents a 37% premium over the closing stock price on Friday October 21, 2011.
However, HealthSpring, Inc has performed well for its investors in the past. Its annual Revenue rose from $1.57billion in 07 to $3.13billion in 2010 and its Net Income rose from a Net Loss of $86.46million for 2007 to a Net Income of $194.22million in 2010. For the second quarter 2011 HealthSpring reported an increase in its second quarter Revenue from $768.48million last year to $1.38billion this year and its second quarter Net Income increased from $55.77million to $83.92million. Additionally, shares of HealthSpring, Inc (Public, NYSE:HS) grew at an exceptional growth rate over the past years. NYSE:HS stocks grew from as low as $5.23 per share in March 2009 to as high as $48.20 in July 2011. At least one analyst has set the high target price for NYSE:HS shares at $55 per share.
Therefore, the investigation concerns whether the HealthSpring Board of Directors undertook an adequate sales process and in particular breached their fiduciary duties to HealthSpring (HS) shareholders by failing to adequately shop the Company before entering into this transaction. Furthermore the investigation concerns on whether Cigna Corporation would underpay for NYSE:HS shares, thus unlawfully harming HealthSpring (NYSE HS) stockholders. A potential securities class action lawsuit would seek to maximize the amount of money and information HealthSpring (HS) shareholders would receive in a buyout, so the law firm.