Brower Piven Announces Class Action Lawsuit in Connection With the Acquisition of Emergency Medical Services Corporation by Clay
24 Febbraio 2011 - 5:01PM
Marketwired
The law firm of Brower Piven, A Professional Corporation, announces
that a class action lawsuit has been commenced in the United States
District Court for the District of Colorado on behalf of all
shareholders of Emergency Medical Services Corporation ("EMSC")
(NYSE: EMS).
The complaint alleges violations of state law by the Board of
Directors of EMSC relating to the proposed acquisition of the
company by Clayton, Dubilier & Rice, LLC ("CD&R"). The
complaint alleges that EMSC's Board of Directors breached their
fiduciary duties by failing to maximize shareholder value, among
other things.
On February 14, 2011, the complaint states, EMSC and CD&R
announced that they entered into a definitive Agreement and Plan of
Merger for EMSC to be acquired by CD&R in a transaction valued
at approximately $3.2 billion. The complaint alleges that under the
terms of the agreement, EMSC shareholders will receive $64.00 in
cash for each share of EMSC Class A common stock and Class B common
stock and each LP Exchangeable Unit. The complaint alleges that the
Proposed Acquisition significantly undervalues EMSC, since it
represents approximately a 9.4% decline over EMSC's closing share
price on February 11, 2011 of $70.66, the last day before the
transaction was announced. The complaint alleges that analysts have
asserted that they "had expected the range to be between $70 and
$75" and that "[m]ost analysts and investors alike would agree that
based on the pure operational potential of the company in 2011 you
could easily value it above $70." The complaint also alleges that
the defendants failed to disclose or explain the components of the
"transactional costs" estimated at $300 million included in the
purchase price for its $3.2 billion leveraged buyout, when
transaction fees on a deal this size typically amount to $30
million. The complaint states that at least one analyst speculates
that the "costs" must include some kind of payment to Onex
Corporation, which owns 31% of EMS and has a management agreement
that pays it a couple of million dollars a year. The complaint
further alleges that rather than acting in the best interests of
the shareholders, defendants spent substantial effort in securing
material benefits for themselves as a result of the Proposed
Acquisition, including the accelerated vesting and monetization of
illiquid equity holdings in the Company and change of control
severance payments, which will provide tens of millions of dollars
in gains to the Board and members of EMSC's management.
If you are a current owner of shares of EMSC, you may obtain
additional information about this lawsuit by contacting Brower
Piven at www.browerpiven.com, by email at hoffman@browerpiven.com,
by calling 410/415-6616, or at Brower Piven, A Professional
Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153.
Attorneys at Brower Piven have combined experience litigating
securities and class action cases of over 60 years. If you choose
to retain counsel, you may retain Brower Piven without financial
obligation or cost to you, or you may retain other counsel of your
choice. You need take no action at this time to be a member of the
class.
CONTACT: Charles Piven Brower Piven, A Professional Corporation
Stevenson, Maryland 410/415-6616 Email Contact
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