Advertisement

Brower Piven, A Professional Corporation announces that a class action lawsuit has been commenced in the County Court, Dallas County, Texas, on behalf of all shareholders of Tenet Healthcare Corporation ("Tenet") (NYSE: THC).

The claims asserted in the complaint arise from a possible buyout of Tenet by Community Health Services, Inc. ("CHS"). The complaint alleges that Tenet's Board of Directors has attempted to thwart a financially compelling strategic transaction between Tenet and CHS by adopting unreasonable, costly, and disproportionate defensive measures designed to impede the transaction in breach of their fiduciary duties to Tenet and its shareholders.

The complaint alleges that, in order to perpetuate themselves in office and secure for themselves various benefits, Tenet's Board of Directors rejected CHS's offer to purchase all of the outstanding shares of Tenet's common stock, in a cash and stock combination valued at $6.00 per share -- a 40% premium over the price of Tenet's stock on the day CHS publicly announced its interest in Tenet. The complaint alleges that after the rejection of the proposed transaction, a rejection that took place without any negotiation or due diligence between Tenet and CHS, Tenet's Board of Directors subsequently adopted a "poison pill" (with a 4.9% ownership trigger) under the pretext of protecting an alleged tax asset (net operating loss carryforwards). As a consequence of the minimal threshold triggering the pill, the complaint alleges, the pill is preclusive in that it makes it virtually impossible for an acquiring company to wage a successful proxy contest.

The complaint alleges that the members of Tenet's Board of Directors breached their fiduciary duties of care and loyalty by, among other things, implementing the poison pill, amending Tenet's bylaws to permit delay of the annual meeting, and by refusing to negotiate with CHS in good faith.

If you are a current owner of shares of Tenet, you may obtain additional information about this lawsuit by contacting Brower Piven at www.browerpiven.com (http://www.browerpiven.com/) , by email at hoffman@browerpiven.com (mailto:hoffman@browerpiven.com) , by calling 410/415-6701, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153. Attorneys at Brower Piven have combined experience litigating securities and class action cases of over 60 years. If you choose to retain counsel, you may retain Brower Piven without financial obligation or cost to you, or you may retain other counsel of your choice. You need take no action at this time to be a member of the class.

Advertisement
Advertisement