Kindred Healthcare, Directors Made False Statements About Merger, Class Action Claims

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Alleged violations of federal securities law are the subject of a proposed class action lawsuit filed against home health and hospice services group Kindred Healthcare, Inc. and its 11-member board of directors. The complaint focuses on a proposed merger between Kindred and affiliates of TPG; Welsh, Carson, Anderson & Stowe; and Humana Inc., whom the lawsuit refers to as “the Consortium,” through which Kindred shareholders would receive $9 in cash for each share of stock they own. In February 2018, two months after the merger was first put to paper, the complaint says, the defendants allegedly submitted a materially incomplete and misleading preliminary proxy statement with the Securities and Exchange Commission. The statement, the plaintiff claims, touted the supposed fairness of the merger to Kindred shareholders without disclosing, among other financial jargon-laden details, the company’s financial analyses and the valuation analyses performed by Barclays Capital and Guggenheim Securities.

The lawsuit attempts to place a sense of urgency on the situation in stating a special meeting of Kindred shareholders is set to soon take place, during which a vote on the merger is scheduled.