BOWLING GREEN, Ky. (Legal Newsline) – Shareholders of an institutional pharmacy company allege they were prevented from casting an informed vote on a merger because of misleading information provided in a statement.
Laborers' Local No. 231 Pension Fund and Daniel Riordan, individually and on behalf of all others similarly situated, filed a complaint on Feb. 24 in the U.S. District Court for the Western District of Kentucky against PharMerica Corp., et al. over alleged violation of the Securities Exchange Act of 1934.
According to the complaint, the plaintiffs allege that in October 2017, the defendants filed and disseminated a definitive proxy statement recommending that plaintiffs, as shareholders, accept the $29.25 per share merger consideration regarding a proposed go-private sale of PharMerica Corp. to Kohlberg Kravis Roberts & Co. with Walgreens Boots Alliance as a minority investor.
However, the plaintiffs allege the statement contains false information and omits material information reflecting the company's true growth plan in order for stockholders to agree with the merger. As a result, the plaintiffs allege shareholders were prevented from casting an informed vote on the acquisition.
The plaintiffs allege the defendants created a false and/or misleading proxy to obtain shareholders' approval of the acquisition and deprived the class of their right to a fully informed shareholder vote in connection of the fair value for their PharMerica shares.
The plaintiffs request a trial by jury and seek judgment for compensatory damages, prejudgment and post-judgment interest, attorneys’ fees, expert witness fees, other costs, and such other and further relief as the court may deem just and proper.
They are represented by David T. Wissbroecker and Eun Jin Lee of Robbins Geller Rudman & Dowd LLP in San Diego; Andrew L. Sparks and Kerry B. Harvey of Dickinson Wright PLLC in Lexington, Kentucky and other firms.
U.S. District Court for the Western District of Kentucky case number 3:18-cv-00109-JHM-CHL