LHC Group shareholder David Schuppert filed suit against LHC Group, Inc. and its Board of Directors on Saturday in the Eastern District of New York. The complaint cites violations of the Securities Exchange Act in connection with the proposed acquisition of the defendant by Optum, which is a part of the larger UnitedHealth Group.
The defendant announced their intent to merge with Optum on March 29, 2022. In their announcement, they explained that Optum would receive all outstanding shares of the plaintiff’s common stock at a rate of $170 per share.
A month later, the defendants filed a preliminary proxy statement with the SEC regarding the merger. While the proxy statement recommends that LHC Group shareholders vote in favor of the merger, the complaint asserts that the proxy statement omits or misrepresents pertinent merger information regarding LHC Group’s financial projections, the financial analyses performed by the Company’s financial advisors, potential conflicts of interest, and the sales process leading up to the merger.
Due to the information in the proxy statement, the plaintiff asserts that the background of the merger, recommendation of the board and reasons for the merger, the opinion of the financial advisors, and lastly the certain financial projections sections are all rendered false and misleading.
Schuppert contends that unless the defendants revise the statement to include all material information, LHC Group shareholders will be forced to make a decision on the proposed merger without full disclosure of material information.
The complaint cites violations of the Securities Exchange Act against all defendants. The plaintiff is seeking an injunction preventing the defendants from proceeding with the proposed transaction until all material information is present, and in the event that the companies merge regardless, rescissory damages. Schuppert is also seeking litigation fees and any other relief deemed just by the court.
The plaintiff is represented by Halper Sadeh LLP.