Update Regarding Litigation Related to the Proposed Merger
As disclosed in the definitive proxy statement on Schedule 14A (the
Definitive Proxy Statement
) filed by athenahealth, Inc.
(
athenahealth
or the
Company
) with the Securities and Exchange Commission (the
SEC
), on December 18, 2018, a putative class action lawsuit, captioned
Hamilton v. athenahealth, Inc., et
al
., was filed in the District Court for the District of Massachusetts in connection with the proposed merger (the
Merger
) of May Merger Sub Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent
(
Merger Sub
) with and into athenahealth, with athenahealth surviving the Merger as a wholly-owned subsidiary of May Holding Corp., a Delaware corporation (
Parent
). Parent is an affiliate of Veritas Capital Fund
Management, L.L.C. (
Veritas
) and Evergreen Coast Capital (
Evergreen
), and an affiliate of certain entities operating under the name Virence Health (
Virence
). The complaint names the Company,
the members of the board of directors of the Company (the
Board
), Parent, Merger Sub, Veritas and Evergreen as defendants. The complaint generally alleges that the defendants caused the Company to file a materially incomplete and
misleading preliminary proxy statement relating to the Merger in violation of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the
Exchange Act
). The complaint seeks, among other things, to enjoin
the defendants from proceeding with, consummating, or closing the Merger.
On December 21, 2018, a second putative class action lawsuit, captioned
Kent v. athenahealth, Inc., et al.
, was filed in connection with the Merger in the District Court for the District of Delaware. The complaint names the Company and the members of the Board as defendants. The complaint generally alleges that
the defendants caused the Company to file a materially incomplete and misleading preliminary proxy statement relating to the Merger in violation of Sections 14(a) and 20(a) of the Exchange Act. The complaint seeks, among other things, to enjoin
the defendants from proceeding with, consummating, or closing the Merger.
On January 7, 2019, a third putative class action lawsuit, captioned
Crawford v. athenahealth, Inc., et al.
, was filed in connection with the Merger in the District Court for the District of Massachusetts. The complaint names the Company and the members of the Board as defendants. The complaint generally
alleges that the defendants caused the Company to file a materially incomplete and misleading preliminary proxy statement relating to the Merger in violation of Sections 14(a) and 20(a) of the Exchange Act. The complaint seeks, among other
things, to enjoin the defendants from proceeding with, consummating, or closing the Merger.
On January 28, 2019, the plaintiffs in the
Hamilton, Kent
and
Crawford
actions each voluntarily dismissed their actions.
Supplemental Definitive Proxy Statement Disclosure
On December 21, 2018, athenahealth filed the Definitive Proxy Statement in connection with the solicitation of proxies for a special meeting of
athenahealths stockholders to be held on February 7, 2019 (the
Special Meeting
) where, among other things, stockholders will vote on a proposal to adopt the Agreement and Plan of Merger, dated as of November 11,
2018 (as it may be amended from time to time in accordance with its terms, the
Merger Agreement
) among athenahealth, Parent and Merger Sub. athenahealth is electing to make supplemental disclosures to the Definitive Proxy
Statement as set forth below.
SUPPLEMENT TO DEFINITIVE PROXY STATEMENT
This supplemental information should be read in conjunction with the Definitive Proxy Statement, which should be read in its entirety. Page references in
the below disclosures are to the Definitive Proxy Statement, and defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement. athenahealth denies the allegations in the Hamilton, Kent, and Crawford
complaints and denies any alleged violations of law. Without admitting in any way that the disclosures below are material or otherwise required by law, athenahealth makes the following amended and supplemental disclosures solely for the purpose of
mooting the allegations in the Hamilton, Kent, and Crawford complaints.