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Case Status:    SETTLED  
—On or around 02/16/2021 (Date of order of final judgment)
Current/Last Presiding Judge:  
Hon. Richard G. Andrews

Filing Date: July 14, 2018

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. The Company also offers ambulatory surgical centers services that provide surgical procedures across multiple specialties, and the Company offers medical transportation services in 41 states and the District of Columbia.

Plaintiff brings this stockholder class action against Envision and the Company’s Board of Directors 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 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 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. All future docketing was ordered to be done in the lead case 18-CV-01068.

Lead Plaintiff filed an amended Complaint on December 13, 2018. 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. On February 16, 2021, the Court granted final approval of the Settlement and entered Final Judgment.

On June 21, 2022, the Court issued an Order for distribution of the settlement funds.

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