According to the Complaint, Kindred is a healthcare services company that, through its subsidiaries, operates a home health, hospice and community care business, transitional care (“TC”) hospitals, inpatient rehabilitation hospitals (“IRFs”), and a contract rehabilitation services business across the United States. The Company operates through divisions: the Kindred at Home division, the hospital division, the Kindred Rehabilitation Services division, and the nursing center division. These divisions represent six segments: home health services, hospice services, hospitals, Kindred Hospital Rehabilitation Services, RehabCare, and nursing centers. The home health services and hospice services operating segments are contained within the Kindred at Home division while the Kindred Hospital Rehabilitation Services and RehabCare operating segments are both contained within the Kindred Rehabilitation Services division.
On December 19, 2017, the Board caused the Company to enter into an agreement and plan of merger (the “Merger Agreement”) with affiliates of each of TPG and Welsh, Carson, Anderson & Stowe, and Humana Inc. (collectively, the “The Consortium”). , pursuant to which, Kindred shareholders will receive $9.00 in cash for each share of common stock they own (the “Merger Consideration”). On February 5, 2018, Kindred filed the proxy statement with the SEC in connection with the Proposed Merger. The Proxy solicits the Company’s shareholders to vote in favor of the Proposed Merger. The Complaint alleges that the Proxy misrepresents and/or omits material information that is necessary for the Company’s shareholders to cast an informed vote regarding Proposed Merger, in violation of Sections 14(a) and 20(a) of the Exchange Act.