UnitedHealth’s proposed $3.29 billion acquisition of Amedisys was announced June 26, terminating a previous $3.6 billion merger agreement between Amedisys and infusion services provider Option Care Health, which will receive a $106 million termination fee.
The stockholder alleges in his Aug. 14 lawsuit that a definitive proxy statement filed by Amedisys in late July omitted or misrepresented material information concerning, among other elements:
- The sales process and certain conflicts of interest for management.
- Financial projects for Amedisys, provided by management to the board and the board’s financial adviser Guggenheim Securities.
- The data underlying the financial valuation of the deal.
The lawsuit seeks to halt the acquisition or, in the event the transaction does go through, rescinding it and setting it aside or awarding rescissory damages to the shareholder.
The lawsuit was filed in U.S. District Court for the Southern District of New York. An Amedisys spokesperson did not immediately return a message from Becker’s seeking comment.
The proposed acquisition is also under scrutiny from the Justice Department, which requested additional information from Amedisys regarding the proposal, which extends the waiting period for the deal under federal law.
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