Universal American Corp. is a Fortune 500 company with offices throughout the United States. The company offered health insurance, and also deals in Medicare managed care plans and Medicare prescription drug benefits.

According to the Complaint, on November 17, 2016, Universal American’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, shareholders of Universal American will receive $10.00 per share in cash.

On January 17, 2017, Defendants filed a Proxy Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading.