Vanguard Settles 2 Lawsuits With Merger Critics

Yesterday, Nashville, Tenn.-based Vanguard Health Systems settled two lawsuits that protested Vanguard's pending merger with Dallas-based Tenet Healthcare Corp.

According to a filing with the Securities and Exchange Commission, Vanguard entered into a memorandum of understanding to settle with plaintiffs of two class action lawsuits, which were consolidated into one complaint in July. Financial details were not released.

Under the lawsuitsJames A. Kaurich v. Vanguard Health Systems and Marion Edinburgh TTEE FBO Marion Edinburgh Trust U/T/D/ 7/8/1991 v. Vanguard Health Systems — the plaintiffs sued Vanguard, Tenet and Vanguard's board members, accusing all parties of breaching their fiduciary duties. They alleged the merger was approved through "an unfair process and at an unfair price." In June, Tenet agreed to acquire Vanguard for $1.8 billion in cash and assume $2.5 billion of debt.

In addition, Vanguard released additional disclosures that outlined the timeline of Vanguard's transaction process. The documents showed Vanguard had entered into a nondisclosure agreement with a large, unnamed nonprofit health system to merge in February 2012, but those negotiations broke down in May 2012. Vanguard also hired J.P. Morgan to explore other "strategic alternatives," including the sale of Vanguard's real property assets.

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