Hill-Rom Holdings, Inc.

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Ademi LLP is investigating Hill-Rom (NYSE: HRC), for possible breaches of fiduciary duty and other violations of law in its transaction with Baxter.

Ademi LLP alleges Hill-Rom’s financial outlook and prospects are excellent and yet Hill-Rom shareholders will receive only $156.00 per share in cash for a total equity value of approximately $10.5 billion and a total enterprise value of approximately $12.4 billion, including the assumption of debt. The merger agreement unreasonably limits competing bids for Hill-Rom by prohibiting solicitation of further bids, and imposing a substantial penalty of $367 million if Hill-Rom accepts a superior bid. Hill-Rom insiders will receive millions of dollars as part of change of control arrangements. We are investigating the conduct of Hill-Rom’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Hill-Rom.