According to the Complaint, BioScrip is a national provider of infusion and home care management solutions. The Company partners with physicians, hospital systems, payors, pharmaceutical manufacturers, and skilled nursing facilities to provide patients access to post-acute care services.
On March 14, 2019, the Board of Directors of BioScrip caused the Company to enter into an agreement and plan of merger with HC Group Holdings II, Inc. ("Option Care") and HC Group Holdings I, LLC ("Omega Parent", pursuant to which BioScrip and Option Care agreed to combine their respective businesses. Option Care is owned by investment funds affiliated with Madison Dearborn Partners, LLC and Walgreens Boots Alliance, Inc. Upon consummation of the Proposed Transaction, all shares of Option Care’s common stock will be cancelled and converted into the right of Omega Parent to receive 542,261,567 shares of BioScrip’s common stock. Following the close of the Proposed Transaction, Omega Parent will own approximately 79.5% of the issued and outstanding shares of the combined company. Additionally, 28,193,428.41 shares of BioScrip common stock will be issued to Omega Parent in respect of certain outstanding unvested contingent restricted stock units of BioScrip.
On March 15, 2019, the Company issued a press release announcing the proposed transaction.
On June 6, 2019, Defendants filed a proxy statement with the United States Securities and Exchange Commission, which seeks stockholder approval of the issuance of shares of BioScrip common stock to Omega Parent pursuant to the Merger Agreement, as well as approval of a third amended and restated certificate of incorporation of BioScrip and an amendment to the certificate of designations of Series A preferred stock of
The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading.