Ademi LLP is investigating Select Medical (NYSE: SEM) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with a consortium led by Executive Chairman Robert A. Ortenzio, Senior Executive Vice President Martin F. Jackson, and private equity firm Welsh, Carson, Anderson & Stowe.
In the transaction, Select Medical stockholders will receive $16.50 per share in cash in a transaction with an enterprise value of approximately $3.9 billion. Select Medical insiders will receive substantial benefits as part of change of control arrangements.
The transaction agreement unreasonably limits competing transactions for Select Medical by imposing a significant penalty if Select Medical accepts a competing bid. We are investigating the conduct of the Select Medical board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.
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