According to the Complaint, Envision Healthcare Corporation ("Envision" or the "Company"), through its subsidiaries, provides various healthcare services in the United States. Envision operates through two segments, Physician Services and Ambulatory Services.
As of December 31, 2017, its physician-led services encompassed providers at approximately 1,800 clinical departments at healthcare facilities in 45 states and the District of Columbia that include emergency department and hospitalist, anesthesiology, radiology/teleradiology, and children's services. The Company also offers ambulatory surgical centers (ASCs) services that provide surgical procedures across multiple specialties, including gastroenterology, ophthalmology, orthopedics, and others. Envision operated 264 ASCs in 35 states and the
District of Columbia.
In addition, Envision provides surgery services, such as management, oversight, and surgeon staffing for trauma surgery services; offers direct patient care and care coordination by clinicians outside the acute care setting through physician-led post-acute care services; and operates office-based medical practices that primarily focus on women's health, as well as provides physician staffing and related management services.
Further, the Company offers medical transportation services in 41 states and the District of Columbia. The Company offers its clinical solutions for health systems, payors, providers, and patients.
Plaintiff brings this stockholder class action against Envision and the Company’s Board of Directors (the “Board” or the “Individual Defendants”) for violations of Sections 14(a) and 20(a) of the Securities and Exchange Act of 1934 and for breaches of fiduciary duty as a result of Defendants’ efforts to sell the Company to Enterprise Parent Holdings, Inc., and its affiliate Enterprise Merger Sub, Inc., both of which are affiliates of private equity funds associated with KKR & Co. L.P.
The terms of the Proposed Transaction were memorialized in a June 13, 2018 filing with the Securities and Exchange Commission (“SEC”) on Form 8-K attaching the definitive Agreement and Plan of Merger (the “Merger Agreement”). Under the terms of the Merger Agreement, Envision will become an indirect wholly-owned subsidiary of KKR, and Envision stockholders will receive $46.00 in cash for every share of Envision Common stock they own.
On July 9, 2018, Envision filed a Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy”) with the Securities and Exchange Commission (the “SEC”) in support of the Proposed Transaction. The Complaint alleges that the Preliminary Proxy omits and/or misrepresents material information concerning, among other things: (a) the sales process leading up to the Proposed Transaction; (b) the financial projections for Envision, provided by Envision to the Company’s financial advisors for use in their financial analyses; and (c) the data and inputs underlying the financial valuation analyses that purport to support the fairness opinions provided by the Company’s financial advisors.
This case was voluntarily dismissed on November 9, 2018. A related case continues under Docket 18-CV-01068 in the District of Delaware.
On November 5, 2018, the Court issued an Order consolidating cases and appointing Lead Plaintiff and Counsel. Lead Plaintiff filed an amended Complaint on December 13. Defendants filed a Motion to Dismiss the amended Complaint on February 11, 2019. On September 19, 2019, the Court issued an Order denying Defendants' Motion to Dismiss.
On April 13, 2020, Plaintiffs filed a Motion for Class Certification. The parties notified the Court that they had reached a Settlement in Principle on July 30. On September 21, the Court issued an Order dismissing the Motion for Class Certification in view of the notice of Settlement. The parties entered into a Stipulation of Settlement on October 15. On October 16, the Court granted preliminary approval of the Settlement.