Proposed Settlement of Amedisys, Inc. Derivative Litigation
Proposed Settlement of Amedisys, Inc. Derivative Litigation
BATON ROUGE, La.--(BUSINESS WIRE)-- Amedisys, Inc. (NAS: AMED) , Amedisys, Inc., one of America's leading home health and hospice companies (the "Company"), today announced that on June 27, 2013, the United States District Court for the Middle District of Louisiana (the "Court") issued an order preliminarily approving the proposed settlement by and among the Company, the Court-appointed co-lead plaintiffs, and all named defendants in the shareholder derivative action entitled Robert F. Bach, et al., v. Amedisys, Inc., et al., Civil Action No. 3:10-cv-00395-BAJ-CN (the "Settlement"). A hearing to determine whether the Court should issue an order of final approval of the Settlement has been scheduled for September 4, 2013, at 9:30 a.m. in Courtroom 2 at the United States District Court for the Middle District of Louisiana, 777 Florida Street, Suite 139, Baton Rouge, Louisiana 70801. Pursuant to the Court's order, any objections to the Settlement must be filed in writing with the Court and served on the parties to the litigation by no later than August 21, 2013. Pursuant to the Court's order, any such objections must comply with the terms and conditions set forth in the Notice of Settlement of Amedisys, Inc. Derivative Action (the "Notice"), which is further described below.
Additional information concerning the terms of the proposed Settlement, the September 4, 2013 hearing, and the requirements for objections can be found in the Summary Notice of Settlement of Amedisys, Inc. Derivative Action (the "Summary Notice"), which appears below, and in the Notice, a copy of which was attached as an exhibit to a Form 8-K filed by the Company with the United States Securities and Exchange Commission on July 2, 2013. The Notice is also accessible for viewing on the Company's website at www.amedisys.com.
UNITED STATES DISTRICT COURT
MIDDLE DISTRICT OF LOUISIANA
|ROBERT F. BACH, ET AL.,||)||CIVIL ACTION|
|AMEDISYS, INC., ET AL.,||)||No. 3:10-cv-00441-BAJ-CN|
SUMMARY NOTICE OF SETTLEMENT OF
AMEDISYS, INC. DERIVATIVE LITIGATION
TO:ALL PERSONS WHO OWNED AMEDISYS, INC. COMMON STOCK FROM 2005 TO DATE ("AMEDISYS SHAREHOLDERS")
YOU ARE HEREBY NOTIFIED that the parties to the above-captioned consolidated derivative actions, as set forth in Himmel v. Borne, et al., Civ. A. No. 3:10-CV-00441-BAJ-CN, U.S.D.C. M.D. La, Wendland v. Borne, et al., Civ. A. No. 3:10-CV-00468-BAJ-CN, U.S.D.C. M.D. La., Northumberland County Pension Fund v. Borne, et al., Civ. A. No. 3:10-CV-00480-BAJ-CN, U.S.D.C. M.D. La., and Laborers' District Council and Contractors' Pension Fund of Ohio v. Amedisys, Inc., et al., Civ. A. No. 3:10-CV-00505-BAJ-CN, U.S.D.C. M.D. La. (together, the "Action"),1 have reached a settlement (the "Settlement") to resolve issues raised in the Action (capitalized terms are defined in the Stipulation of Settlement dated June 24, 2013 ("Stipulation")).
PLEASE BE FURTHER ADVISED that pursuant to an Order of the United States District Court for the Middle District of Louisiana (the "Court"), a hearing (the "Hearing") will be held before the Honorable Brian A. Jackson in the United States District Court for the Middle District of Louisiana, 777 Florida Street, Suite 139, Baton Rouge, Louisiana 70801, at 9:30 a.m., on Wednesday, September 4, 2013, to determine whether (i) the proposed settlement should be approved by the Court as fair, reasonable, adequate, and in the best interests of Amedisys, Inc. ("Amedisys" or the "Company") and Amedisys shareholders; (ii) the Action should be dismissed with prejudice and all Released Claims against the Released Persons should be released and extinguished; (iii) the Court should award attorneys' fees and expenses to Plaintiffs' Co-Lead Counsel; and (iv) to consider such other matters as may properly come before the Court. The Hearing may be continued by the Court at the Hearing, or at any adjourned session thereof without further notice.
The Action and Settlement address claims alleging that certain current and former directors and officers of Amedisys breached their fiduciary duties by failing to implement and/or maintain adequate internal controls over the Company's operations and disclosure, by making or approving false statements to the Company's shareholders, by engaging in insider trading, and by wasting Amedisys' assets by approving excessive executive compensation. The Actions further allege that certain defendants were unjustly enriched at the Company's expense. The Defendants deny and continue to deny all allegations of wrongdoing and deny that they have any liability on the claims asserted in the Actions.
As part of the Settlement, Amedisys has agreed to adopt and/or maintain certain corporate governance reforms as set forth in the Stipulation. The terms and conditions of the proposed Settlement are set forth in the Stipulation. The Stipulation has been filed with the Court and is also available for viewing on the website of Robbins Arroyo LLP (http://www.robbinsarroyo.com/notices).
Plaintiffs' Co-Lead Counsel will request Court approval of the agreed upon attorneys' fees and expenses in an amount not to exceed $445,000, which shall include all attorneys' fees and costs that may be due any counsel (or anyone else) who has asserted, or participated in the assertion of, derivative claims on behalf of Amedisys in any court. Any award of fees and expenses will be paid by the Company (or its insurer on its behalf). To date, Plaintiffs' Co-Lead Counsel have neither received any payment for their services in conducting the Action, nor have counsel been reimbursed for their out-of-pocket expenses incurred. Plaintiffs will also seek Court approval of an incentive payment of up to $5,000 each for their participation and efforts in the Action. This Incentive Amount shall be paid from the attorneys' fees and expenses awarded by the Court. If the Settlement is approved, the Action will be dismissed with prejudice and the Defendants will be released by Plaintiffs, Amedisys, and its shareholders from all claims that were or could have been alleged in the Action.
If you are an Amedisys Shareholder, you may have certain rights in connection with the proposed settlement. A full Notice of Settlement has been filed by Amedisys with the Securities and Exchange Commission on Form 8-K and made accessible on Amedisys' corporate website at http://www.amedisys.com/. If you are a current Amedisys shareholder and do not take steps to appear in this Action or to object to the Settlement, you will be bound by the Court's Judgment and Order of Dismissal, you will forever be barred from raising an objection to such Settlement in this or any other action or proceeding, and certain claims that you might have may be released.
PLEASE DO NOT TELEPHONE THE COURT OR AMEDISYS REGARDING THIS NOTICE.
Amedisys, Inc. (NAS: AMED) is a leading health care at home company delivering personalized home health and hospice care to approximately 380,000 patients each year. Amedisys is focused on delivering the care that is best for our patients, whether that is home-based recovery and rehabilitation after an operation or injury, care focused on empowering them to manage a chronic disease, palliative care for those with a terminal illness, or hospice care at the end of life. The Company's state-of-the-art advanced chronic care management programs and leading-edge technology enables it to deliver quality care based upon the latest evidence-based best practices. Amedisys is a recognized innovator, being one of the first in the industry to equip its clinicians with point-of-care laptop technology and referring physicians with an internet portal that enables real-time coordination of patient care seamlessly. Amedisys also has the industry's first-ever nationwide Care Transitions program, designed to reduce unnecessary hospital readmissions through patient and caregiver health coaching and care coordination, which starts in the hospital and continues throughout completion of the patient's home health plan of care. For more information about the Company, please visit: http://www.amedisys.com.
Our company website address is http://www.amedisys.com. We use our website as a channel of distribution for important company information. Important information, including press releases, analyst presentations and financial information regarding the Company is routinely posted on and accessible on the "Investor Relations" subpage of our website, which is accessible by clicking on the tab labeled "Investors" on our website home page. We will also use our website to expedite public access to time-critical information regarding the Company in advance of or in lieu of distributing a press release or a filing with the Securities and Exchange Commission ("SEC") disclosing the same information. In addition, we make available on the Investor Relations subpage of our website (under the link "SEC filings") free of charge our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, ownership reports on Forms 3, 4 and 5 and any amendments to those reports as soon as practicable after we electronically file such reports with the SEC. Further, copies of our Certificate of Incorporation and Bylaws, our Code of Ethical Business Conduct and the charters for the Audit, Compensation and Nominating and Governance Committees of our Board are also available on the Investor Relations subpage of our website (under the link "Corporate Governance").
1 Four securities class actions were also filed against Amedisys and officers of the Company and consolidated by the Court for trial on October 21, 2010. They are: (a) Bach v. Amedisys, Inc., No. 10-395-BAJ-CN (filed July 16, 2010); (b) Isman v. Amedisys, Inc., No. 10-464-BAJ-CN (filed July 14, 2010); (c) Dvinsky v. Amedisys, Inc., No. 10-470-BAJ-CN (filed July 16, 2010); and (d) Brinkley v. Amedisys, Inc., No. 10-497-BAJ-CN (filed July 28, 2010) (collectively referred to as the "Consolidated Securities Class Actions"). There were also two ERISA actions filed against Amedisys and directors of the Company that were consolidated by the Court for trial on December 10, 2010. They are: (a) Corbin v. Amedisys, Inc., No. 10-642-BAJ-SCR (filed September 27, 2010); and (b) Galimba v. Amedisys, Inc., No. 10-732-BAJ-SCR (filed October 22, 2010) (collectively referred to as the "Consolidated ERISA Class Actions"). The Court consolidated the Consolidated Derivative Actions, the Consolidated Securities Class Actions and the Consolidated ERISA Class Actions on December 10, 2010 for pretrial purposes. On June 28, 2012, the Court entered an order dismissing the Consolidated Securities Class Actions. The Consolidated Securities Class Actions and the Consolidated ERISA Class Actions are not part of the "Action" for purposes of this Summary Notice.
Tom Dolan, 225-299-3391
SVP, Finance and Treasurer
KEYWORDS: United States North America Louisiana
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