An investor in Odyssey HealthCare filed a lawsuit in Texas Court on behalf of current investors in Odyssey HealthCare, Inc. (NASDAQ:ODSY) alleging breaches of fiduciary duty by the Odyssey HealthCare board of directors for selling the Odyssey HealthCare too cheaply to Gentiva Health Services.
Odyssey HealthCare, Inc., located in Dallas, Texas, is a provider of hospice care in the United States. Odyssey HealthCare, Inc. reported in 2007 Total Revenue of $398.23million, in 2008 $616.05million, and in 2009 $686.44million.

On Monday, May 24, 2010, Odyssey HealthCare, Inc. (Nasdaq: ODSY) and Gentiva Health Services, Inc. (Nasdaq: GTIV) announced that they have entered into a merger agreement unanimously approved by the board of directors whereby Gentiva Health Services will acquire Odyssey HealthCare, Inc in an all cash transaction for a price of $27 per share of Odyssey common stock or an aggregate purchase price of approximately $1.0 billion.

Shares of Odyssey HealthCare, Inc. (ODSY) traded at $26.37 per share after the takeover announcement, and at $21.25 per share days before the news.

According to the complaint the plaintiff alleges breaches of fiduciary duty by the Board of Directors of Odyssey HealthCare arising out of their attempt to sell Odyssey HealthCare, Inc. (NASDAQ:ODSY) to Gentiva Health Services, Inc. The plaintiff alleges, among other things, that the board failed to adequately discharge its fiduciary duties to the shareholders by “failing to ensure that they will receive maximum value for their shares”, by “failing to conduct an appropriate sale process”, by “including a highly restrictive “go-shop” provision in the merger agreement making it nearly impossible for an alternative proposal to emerge”, and including a $28.9 termination provision.