MILWAUKEE, Feb. 18, 2014 (GLOBE NEWSWIRE) -- We are investigating the Board of Directors of Chindex for possible breaches of fiduciary duty and other violations of state law in connection with the sale of Chindex to the Consortium.
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Chindex's long-term financial outlook is very positive and yet Chindex shareholders will receive only $19.50 for each share of Chindex common stock. The Consortium is well aware of Chindex's improving financial metrics and is purchasing Chindex at a substantial discount. The merger agreement unreasonably limits prospective bids for Chindex by (i) prohibiting solicitation of any further bids, and (ii) imposing a termination penalty should Chindex receive and accept a superior bid. Chindex insiders, their affiliates and other majority shareholders own significant stock of Chindex, and will receive millions of dollars as part of change of control arrangements, and therefore can unduly influence a sale of Chindex not necessarily in the best interests of non-insider shareholders. In light of these facts, our investigation centers on the conduct of Chindex's Board of Directors, who have unanimously approved the transaction, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for Chindex given its current financial condition and prospects.
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CONTACT: Ademi & O'Reilly, LLP Guri Ademi 3620 East Layton Ave. Cudahy, WI 53110 Toll Free: (866) 264-3995 Fax: (414) 482-8001 www.ademilaw.comSource:Ademi & O'Reilly, LLP