Continucare Corporation Takeover Under Investor Investigation

If you are a current investor in Continucare Corporation (NYSE: CNU) and purchased your NYSE:CNU shares prior to the announcement, and/or if you have any information relating the investigation, you have certain options and you should contact the Shareholders Foundation, Inc.

To have your information reviewed for options and to recieve notifications about this investigation, please use this form. You may also send an email to, or call us at (858) 779-1554.
Company Name(s): 
Affected Securities: 

The announcement by Continucare Corp. that it agreed to be acquired by Metropolitan Health Networks prompted an investigation on behalf of investors of Continucare Corporation (NYSE: CNU) concerning whether the offer to take over Continucare Corporation and the sale process are unfair to investors of Continucare (CNU) and whether certain of its officers and directors or others breached their fiduciary duties owed investors in Continucare Corp. (NYSE:CNU) shares.

The investigation by a law firm concerns whether the Continucare Corporation, certain of its officers and directors, and/or others breached their fiduciary duties owed to Continucare (NYSE: CNU) investors in connection with the proposed takeover.

On Monday, June 27, 2011, Continucare Corporation and Metropolitan Health Networks, Inc announced that they have entered into a merger agreement whereby Metropolitan Health Networks will acquire Continucare Corp. in a cash and stock transaction valued at approximately $416 million at the time of announcement. Under the terms of the proposed transaction, each share of Continucare Corp common stock (CNU) will receive $6.25 per share in cash, and 0.0414 of a share of Metropolitan common stock, which, based upon the share price at the time of announcement, is equal to approximately $0.20.

Following the takeover news shares of Continucare Corporation (Public, NYSE:CNU) jumped from $4.77 on Friday to $6.28 on Monday.

However, CNU stock traded as early as April 6, 2011 as high as $5.69 per share, leaving Continucare investors with only a meager premium.

The investigation concerns whether the Continucare Board of Directors undertook an adequate and in particular breached their fiduciary duties to the Continucare (NYSE:CNU) shareholder by failing to adequately shop the Company before entering into the transaction.

Continucare Corporation said that Phillip Frost, M.D., and other shareholders affiliated with Dr. Frost, who collectively own approximately 43% percent of Continucare stock, have already agreed to vote their shares in favor of the merger and only a vote of a majority of Continucare's outstanding common stock will be required to approve the merger agreement.

The investigation concerns also whether Metropolitan Health Networks, Inc would underpay for NYSE:CNU shares, thus unlawfully harming CNU stockholders.

In fact, Continucare Corporation has performed well in the past for its investors. Continucare’s Total Revenue rose over the past four 12months filing periods from $217.15million to $310.79millio. Its Net Income rose over the same time frame from $6.30million to $22.18million.

A potential securities class action lawsuit would seek to maximize the amount of money and information NYSE:CNU shareholders would receive in a buyout, so the law firm.