Investigation Overview
September 12, 2016 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of USMD Holdings Inc (NASDAQ:USMD), was announced concerning whether the takeover of USMD Holdings Inc. by WellMed Medical Management, Inc for $22.34 per share is unfair to NASDAQ:USMD stockholders.
The investigation by a law firm concerns whether certain officers and directors of USMD Holdings Inc breached their fiduciary duties owed to NASDAQ:USMD investors in connection with the proposed acquisition.
On August 29, 2016, USMD Holdings Inc (NASDAQ:USMD entered into an Agreement and Plan of Merger with WellMed Medical Management, Inc. and Project Z Merger Sub, Inc., a wholly-owned subsidiary of WellMed. Under the terms of the agreement investors in USMD Holdings Inc (NASDAQ:USMD) will receive $22.34 per share in cash for each USMD Holdings Inc (NASDAQ:USMD) share they hold.
However, the investigation concerns whether the offer is unfair to NASDAQ:USMD stockholders. More specifically, the investigation concerns whether the USMD Holdings Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
USMD Holdings Inc reported that its annual Total Revenue rose from $294.76 million in 2014 to $325.15 million in 2015 and that its Net Loss declined from $32.50 million in 2014 to $1.62 million in 2015.