Epocrates, Inc. (NASDAQ:EPOC) Investor Files Lawsuit Against Takeover By Athenahealth

If you purchased shares of Epocrates, Inc. (NASDAQ:EPOC) prior to January 7, 2013, and currently hold any of those NASDAQ:EPOC shares, you have certain options and you should contact the Shareholders Foundation, Inc.

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Company Name(s): 
Epocrates
Case Name: 
Epocrates Deal Case 01/14/2013
Case Status: 
Lawsuit Filed
Affected Securities
NASDAQ: EPOC
Lawsuit Overview
Type of Lawsuit: 
Mergers and Acquisition
Date Filed: 
01/14/2013
Summary: 

Jan. 15, 2013 (Shareholders Foundation) -- An investor in shares of Epocrates, Inc. (NASDAQ:EPOC) filed a lawsuit in effort to stop the proposed buyout of Epocrates, Inc. by athenahealth, Inc at $11.75 per NASDAQ:EPOC share.

The plaintiff alleges that the defendants breached their fiduciary duties owed NASDAQ:EPOC stockholders by agreeing to sell the company too cheaply via an unfair process.

On January 7, 2013, athenahealth, Inc,(NASDAQ: ATHN) announced that it has signed an agreement to acquire Epocrates, Inc.The board of directors of each of athenahealth and Epocrates has agreed to a price of $11.75 per share, in cash, for an aggregate purchase price of approximately $293 million.

However, the plaintiff alleges that the $11.75-offer undervalues the company and is unfair to NASDAQ:EPOC stockholders. Indeed, at least one analyst has set the high target price for NASDAQ:EPOC shares at $15.00 per share. The plaintiff says that Epocrates has experienced strong earnings and the proposed transaction does not reflect the value of Epocrates' financial success in the price being paid to Epocrates' public shareholders.

Furthermore, so the plaintiff, the process is also unfair to NASDAQ:EPOC stockholders. Indeed, certain Epocrates shareholders representing approximately 17.5% of the outstanding common stock have already agreed to vote their shares in favor of the transaction. The plaintiff says that the merger agreement includes several provisions, such as a no-solicitation, a last look, and a $9 million termination fee provision, that further deter competitors from topping the current offer.