Metropolitan Health Networks, Inc.

Robbins Umeda LLP Announces an Investigation of Metropolitan Health Networks, Inc.

Robbins Umeda LLP has commenced an investigation into possible breaches of fiduciary duty and other violations of the law by members of the board of directors of Metropolitan Health Networks, Inc. (NYSE: MDF) in connection with their efforts to sell the company to Humana Inc. (NYSE: HUM).  Concerned shareholders who would like more information about their rights and potential remedies can complete the form below and we will contact you directly. You can also contact attorney Gregory E. Del Gaizo at (800) 350-6003.

On November 5, 2012, Metropolitan and Humana announced that they had entered into a definitive merger agreement under which Metropolitan will be acquired by Humana.  According to the terms of the deal, Humana will acquire Metropolitan through an all cash tender offer valued at approximately $850 million.  Metropolitan shareholders will receive $11.25 per share.  The $11.25 per share offer price represents a premium of only 3.7% based on Metropolitan’s closing price on November 5, 2012.  In contrast, in deals announced within the last year in the Healthcare Providers and Services sector, of which Metropolitan is a member, the average one-day premium has been 49.88%.  Further, multiple analysts have set price targets higher than the $11.25 offer price with at least one analyst from Sidoti & Company setting a price target for Metropolitan stock at $13.00 per share as recently as September 26, 2012.  The transaction is expected to close by the end of the first quarter of 2013.

Robbins Umeda LLP’s investigation focuses on whether the board of directors at Metropolitan is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.  On August 9, 2012, Metropolitan reported financial results for the second quarter of fiscal 2012 with revenue for the second quarter of 2012 of $193.4 million compared to $97.3 million for the second quarter of 2011, an increase of $96.1 million or 98.8%.  Metropolitan’s gross profit was $28.4 million for the second quarter of 2012 compared to $16.6 million for the same quarter in 2011, an increase of $11.8 million or 71.1%.  Given these financial results, Robbins Umeda LLP is examining the board of directors’ decision to sell Metropolitan now rather than allow shareholders to continue to participate in the company’s continued success and future growth prospects.

Robbins Umeda LLP attorneys highlight that Metropolitan shareholders have the option to file a class action lawsuit against the company to secure the best possible price for the company’s shareholders and the disclosure of material information to shareholders so they can vote on the transaction in an informed manner.

Robbins Umeda LLP is a nationally recognized leader in securities litigation and shareholder rights law. The firm represents individual and institutional investors in shareholder derivative and securities class action lawsuits, and has helped its clients realize more than $1 billion of value for themselves and the companies in which they have invested.

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