According to the Complaint, On January 7, 2017, Surgical Care’s Board of Directors (the “Board” or “Individual Defendants”) caused the Company to enter into an agreement and plan of reorganization (the “Merger Agreement”) with UnitedHealth Group Incorporated, Spartan Merger Sub 1, Inc., and Spartan Merger Sub 2, LLC. Pursuant to the terms of the Merger Agreement, shareholders of Surgical Care will receive $11.40 per share in cash and shares of UnitedHealth common stock.
On February 21, 2017, defendants filed a Solicitation/Recommendation Statement and a Form S-4 Registration Statement (together, the “Solicitation Statement”) with the United States Securities and Exchange Commission (“SEC”) in connection with the Proposed Transaction. The Complaint alleges the Solicitation Statement, which recommends that Surgical Care’s stockholders tender their shares in the Offer, omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading.
This case was voluntarily dismissed on January 22, 2018.