Just when I thought there would be clear sailing for Emageon, some disgruntled investors felt the need to disrupt the apple-cart. From the Birmingham News:
Birmingham’s Emageon Inc. said Friday it has been sued by shareholders who say the software firm made a bad deal when it sold to a Massachusetts company last month.
The suit was filed in Suffolk County Superior Court in Massachusetts, Emageon said in a regulatory filing.
The company, which makes software used to automate medical billing and imaging, agreed to sell to Boston rival Amicas for $39 million, or $1.82 a share.
Emageon a few weeks earlier had collected a $9 million breakup fee from a New York-based firm that had agreed to buy it for $62 million, or $2.85 a share. That deal collapsed after the buyer couldn’t get financing from the Antigua bank of accused fraudster Allen Stanford.
The SEC Form 8-K filing notes:
On March 11, 2009, a putative shareholder class action lawsuit was filed against Emageon Inc. (the “Company”), the members of the Company’s Board of Directors (the “Company Board”) and AMICAS, Inc. (“AMICAS”) in the Superior Court Department, Suffolk County, Massachusetts. The action, styled Fishman v. Williamson, et al., alleges, among other things, that the members of the Company Board violated their fiduciary duties by failing to maximize value for the Company’s stockholders when negotiating and entering into the Agreement and Plan of Merger, dated February 23, 2009 (the “Merger Agreement”), among the Company, AMICAS and AMICAS Acquisition Corp. (“Purchaser”). The complaint also alleges that AMICAS aided and abetted those purported breaches. The plaintiff seeks, among other things, to enjoin the acquisition of the Company by Purchaser or, in the alternative, to rescind the acquisition should it occur before the lawsuit is resolved.
The Company believes that the allegations of the plaintiff’s complaint are entirely without merit, and the Company, the Company Board and AMICAS intend to vigorously defend this action. The parties do not expect this lawsuit to have an impact on the completion of the tender offer and merger contemplated by the Merger Agreement, however, even a meritless lawsuit may carry with it the potential to delay consummation of such transactions.
Frankly, in this day and age, the shareholders ought to be: a. Thrilled that they weren’t acquired by Bernie Madoff, Jr. and b. Even more thrilled that someone wants to buy their stock at all. But I guess hope and greed spring eternal. The “Fishman” in question hopefully wasn’t Elliot Fishman, M.D., who said in a Johns Hopkins meeting a year or so back that he used Emageon but had some problems with it. We’ll see. . .
A new SEC filing by AMICAS tells us:
On March 11, 2009, a putative shareholder class action lawsuit was filed against Emageon Inc., members of the Emageon Board of Directors and AMICAS, Inc. in the Superior Court Department, Suffolk County, Massachusetts. The action, styled Fishman v. Williamson, et al., alleged, among other things, that the members of the Emageon Board of Directors violated their fiduciary duties by failing to maximize value for Emageon’s shareholders when negotiating and entering into the Agreement and Plan of Merger dated as of February 23, 2009 among Emageon, AMICAS and a subsidiary of AMICAS. The complaint alleged that AMICAS aided and abetted those purported breaches. On March 16, 2009, this action was withdrawn by the plaintiff without prejudice.
I’ll bet they filed it with prejudice! This is how we keep lawyers busy, I guess. So, all systems go for merger!