PharMerica, Others Face Securities Class Action Over Proposed Merger

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PharMerica Corporation, its board of directors, Phoenix Parent Holdings Inc., and Phoenix Merger Sub Inc. have been named as defendants in a securities lawsuit alleging they filed a misleading proxy statement in connection with a proposed merger between PharMerica and Phoenix. According to the suit, the proxy omitted details concerning PharMerica’s financial projections and the valuation analyses performed by its financial advisors – UBS Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated.

Secondly, the suit claims the proxy failed to fully disclose any potential conflicts of interest among the board of directors possibly indicated by the timing and nature of communications regarding their future employment with the new company.

The complaint further alleges that the defendants hid from shareholders material information concerning a potential conflict of interest with UBS Securities, noting that the proxy omitted details about the investment bank’s past services to PharMerica.

The plaintiff in the case, a PharMerica stockholder, demands that the defendants release the aforementioned information before stockholders are required to vote for or against the transaction.