| Company: | HCA Inc. |
| Ticker Symbol: | NYSE: HCA |
| Date Filed: | Jul-28-06 |
| Lead Plaintiff Deadline: | Sep-26-06 |
| Court: | Chancery Court of Davidson County, TN |
| Allegations: |
A securities class action has been filed in Chancery Court of Davidson County, Tennessee, on behalf of owners of the common stock of HCA Inc. ("HCA" or the "Company") (NYSE:HCA).
The Complaint alleges that HCA and Bain Capital, Kohlberg Kravis Roberts & Co., and Merrill Lynch Global Private Equity executed a definitive merger agreement under which affiliates of the private equity sponsors and HCA Founder Dr. Thomas F. Frist, Jr. will acquire HCA in a transaction valued at approximately $33 billion, including the assumption or repayment of approximately $11.7 billion of debt.
The Complaint further alleges that the price of $51.00 per share offered to the class members is unconscionable, unfair and grossly inadequate consideration and has been the object of manipulation because, among other things: (a) the intrinsic value of the stock of HCA is materially in excess of $51.00 per share, giving due consideration to the possibilities of growth and profitability of HCA in light of its business, earnings and earnings power, present and future; (b) the $51.00 per share price is inadequate and offers an inadequate premium to the public stockholders of HCA; and (c) the $51.00 per share price is not the result of arm's length negotiations but was fixed arbitrarily by HCA to "cap" the market price of HCA stock, as part of a plan for defendants to obtain complete ownership of HCA assets and business at the lowest possible price.
If you acquired the securities of the defendants during the Class Period you may, no later than the Lead Plaintiff Deadline shown above, request that the Court appoint you as lead plaintiff through counsel of your choice. You may also choose to remain an absent class member. A lead plaintiff must meet certain requirements.
The Complaint alleges that HCA and Bain Capital, Kohlberg Kravis Roberts & Co., and Merrill Lynch Global Private Equity executed a definitive merger agreement under which affiliates of the private equity sponsors and HCA Founder Dr. Thomas F. Frist, Jr. will acquire HCA in a transaction valued at approximately $33 billion, including the assumption or repayment of approximately $11.7 billion of debt.
The Complaint further alleges that the price of $51.00 per share offered to the class members is unconscionable, unfair and grossly inadequate consideration and has been the object of manipulation because, among other things: (a) the intrinsic value of the stock of HCA is materially in excess of $51.00 per share, giving due consideration to the possibilities of growth and profitability of HCA in light of its business, earnings and earnings power, present and future; (b) the $51.00 per share price is inadequate and offers an inadequate premium to the public stockholders of HCA; and (c) the $51.00 per share price is not the result of arm's length negotiations but was fixed arbitrarily by HCA to "cap" the market price of HCA stock, as part of a plan for defendants to obtain complete ownership of HCA assets and business at the lowest possible price.
If you acquired the securities of the defendants during the Class Period you may, no later than the Lead Plaintiff Deadline shown above, request that the Court appoint you as lead plaintiff through counsel of your choice. You may also choose to remain an absent class member. A lead plaintiff must meet certain requirements.
