The announcement by Medco Health Solutions Inc. that it merge with Express Scripts, Inc. prompted an investigation on behalf of investors of Medco Health Solutions Inc. (NYSE: MHS) concerning whether the offer to merger Medco Health Solutions and Express Scripts and the process are unfair to investors of Medco Health Solutions (MHS) and whether certain of its officers and directors or others breached their fiduciary duties owed investors in NYSE MHS shares.

The investigation by a law firm concerns whether the Medco Health Solutions Inc. (Public, NYSE:MHS, certain of its officers and directors, and/or others breached their fiduciary duties owed to Medco Health Solutions Inc. (Public, NYSE:MHS) investors in connection with the proposed takeover.

On Thursday, July 21, 2011, Medco Health Solutions, Inc. (NYSE: MHS) and Express Scripts, Inc. (NASDAQ: ESRX) announced that they have entered into a merger agreement. Under the terms of the proposed transaction, shareholders of Medco Health Solutions will receive $71.36 per MHS share in cash and stock, or $29.1 billion, based on the closing price of July 21,2011. Shareholders of Medco Health Solutions will receive $28.80 in cash and 0.81 shares of Express Scripts, Inc. (NASDAQ: ESRX) for each NYSE: MHS share they own upon closing of the transaction.

Medco Health Solutions, Inc said the offer represents a premium to NYSE MHS stockholders of 28 percent over Medco Health Solutions closing share price on July 20, 2011.

Following the takeover announcement shares of Medco Health Solutions Inc. (NYSE:MHS) jumped in open market from $55.88 during Wednesday to $65.91 on Thursday.

However, the offer at $71.36 per share seems to offer only a meager premium to NYSE MHS stockholders. In fact, NYSE MHS stock traded as early as May 26, 2011 at $64.44, in March as high as $64.35, in February as high as $64.78, and in January even as high as $65.30 per share, leaving Medco Health Solutions stockholders with only a meager premium. Additionally at least one analyst has set the high target price for NYSE:MHS shares at $77 per share, leaving MHS stockholders with potentially no premium at all.

Therefore the investigation concerns whether the Medco Health Solutions Board of Directors undertook an adequate and in particular breached their fiduciary duties to the Medco Health Solutions Inc. (NYSE:MHS) shareholder by failing to adequately shop the Company before entering into the transaction.

The investigation concerns also whether Express Scripts, Inc. would underpay for NYSE: MHS shares, thus unlawfully harming NYSE:MHS stockholders.

In fact, Medco Health Solutions Inc has performed financially exceptionally well in the past for its investors. Medco Health Solutions 52weeks Total Revenue rose from $44.5billion for 2007 to $65.9billion for 2010. Its Net Income increased from $912million for 2007 to $1,427.30million for 2010.
Its first 13weeks Revenue increased from $16.31billion a year earlier to $17.01billion. Its first 13weeks Net Income rose from $320.50million to $333.10million.

Additionally NYSE MHS stocks grew at an exceptional growth rate over the past two years. In fact, shares of Medco Health Solutions Inc. (Public, NYSE:MHS) grew from as low as $34.69 per share in October 2008 to $63.73 in the end of 2010.

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