According to the Complaint, on August 18, 2016, Cardinal and United jointly announced that they had entered into a definitive agreement (the “Merger Agreement”) pursuant to which United would acquire Cardinal in a stock for stock transaction. Pursuant to the Merger Agreement, United will acquire all of the outstanding shares of Cardinal for 0.71 United shares per Cardinal share (the “Proposed
Transaction”). As of the date of the announcement, the per share consideration for Cardinal shareholders had an implied value of approximately $27.69 and the aggregate consideration was worth approximately $912 million.
The Complaint alleges the Proposed Transaction is the result of a defective sales process that, among other things, improperly favored United over other bidders interested in Cardinal and was tainted by conflicts of interest.