Proposed Settlement of Amedisys, Inc. Derivative Litigation
BATON ROUGE, La., July 2, 2013
BATON ROUGE, La., July 2, 2013 /PRNewswire/ --Amedisys, Inc. (NASDAQ: 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
Plaintiff, ) No. 3:10-cv-00395-BAJ-CN
vs. ) Consolidated with:
AMEDISYS, INC., ET AL., ) No.
Defendants. ) No.
SUMMARY NOTICE OF SETTLEMENT OF
AMEDISYS, INC. DERIVATIVE LITIGATION
TO: ALL PERSONS WHO OWNED AMEDISYS, INC. COMMON STOCK FROM 2005 TO DATE
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
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
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. (NASDAQ: 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
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
^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.
SOURCE Amedisys, Inc
Contact: Amedisys, Inc., Tom Dolan, SVP, Finance and Treasurer, 225.299.3391,
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