The law firm of Kessler Topaz Meltzer & Check, LLP reminds investors of MultiPlan Corporation f/k/a Churchill Capital Corp. III (“Churchill III”) that a securities fraud class action lawsuit has been filed on behalf of: (1) those who purchased or acquired MultiPlan securities between July 12, 2020 and November 10, 2020, inclusive (the “Class Period”); and (2) all holders of Churchill III Class A common stock entitled to vote on Churchill III’s merger with and acquisition of Polaris Parent Corp. and its consolidated subsidiaries consummated in October 2020 (the “Merger”).
Churchill III was formed in October 2019 as a special purpose acquisition vehicle. On February 14, 2020, Churchill III completed its initial public offering, selling 110 million ownership units to investors for gross proceeds of $1.1 billion (the “IPO”). Pursuant to the IPO prospectus, Churchill III was required to acquire a target business with an aggregate fair market value of at least 80% of the assets held in trust from the IPO proceeds and to do so within two years of the IPO.
The Class Period commences on July 12, 2020, when Churchill III and MultiPlan, a healthcare cost specialist, issued a joint press release announcing their agreement to combine. The Merger, initially valued at $5.7 billion, would be funded by the IPO proceeds as well as billions of dollars in new debt and equity issuances.
On September 18, 2020, Churchill III issued the proxy statement for the Merger which urged shareholders to vote in favor of the deal (the “Proxy”). The Proxy stated that Churchill had identified MultiPlan as a potential acquisition target soon after the IPO. On the basis of the Proxy, on October 7, 2020, shareholders voted to approve the Merger at a special shareholders meeting. Because of the Proxy, shareholders were prevented from the fully informed opportunity to redeem their shares as was their right. The shares subject to redemption were valued in the Proxy at approximately $10 per share.
On November 11, 2020, one month after the close of the Merger, Muddy Waters published a report on Churchill III titled “MultiPlan: Private Equity Necrophilia Meets The Great 2020 Money Grab”, which was based on extensive non-public sources such as interviews with former MultiPlan executives and other industry experts, as well as proprietary analysis. The report revealed, in part, that: (1) MultiPlan was in the process of losing its largest client, UnitedHealthcare, which was estimated to cost Churchill III up to 35% of its revenues and 80% of its levered free cash flow within two years; (2) MultiPlan was in significant financial decline because of its fundamentally flawed business model, which profited from excessively high healthcare costs; (3) UnitedHealthcare had purportedly launched a competitor, Naviguard, to reduce its business with MultiPlan and bring the over-priced and conflicted services offered by MultiPlan inhouse; and (4) MultiPlan had suffered from material, undisclosed pricing pressures that had caused it to slash the “take rate” it charged customers in half in some instances and falsely characterized revenue declines as “idiosyncratic” when in fact they were due to sustained, negative pricing trends afflicting MultiPlan’s business.
Following this news, the price of Churchill III’s securities declined. By November 12, 2020, the price of Churchill III’s Class A common stock fell to a low of just $6.12 per share, nearly 40% below the price at which shareholders could have redeemed their shares at the time of the shareholder vote on the Merger.
The complaint alleges that the Proxy failed to disclose among other things that: (a) MultiPlan was losing tens of millions of dollars in sales and revenues to Naviguard, which threatened up to 35% of Churchill III’s sales and 80% of its levered cash flows by 2022; (b) sales and revenue declines in the quarters leading up to the Merger were not due to “idiosyncratic” customer behaviors as represented, but rather due to a fundamental deterioration in demand for MultiPlan’s services and increased competition; (c) MultiPlan was facing significant pricing pressures for its services and had been forced to materially reduce its take rate in the lead up to the Merger by insurers; (d) as a result of the foregoing, MultiPlan was set to continue to suffer from revenues and earnings declines, increased competition and deteriorating pricing dynamics following the Merger; and (e) as a result of the foregoing, Churchill III investors had grossly overpaid for the acquisition of MultiPlan in the Merger, and MultiPlan’s business was worth far less than represented to investors.
MultiPlan investors may, no later than April 26, 2021, seek to be appointed as a lead plaintiff representative of the class through Kessler Topaz Meltzer & Check, LLP or other counsel, or may choose to do nothing and remain an absent class member. A lead plaintiff is a representative party who acts on behalf of all class members in directing the litigation. In order to be appointed as a lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class. Your ability to share in any recovery is not affected by the decision of whether or not to serve as a lead plaintiff.
Kessler Topaz Meltzer & Check, LLP prosecutes class actions in state and federal courts throughout the country involving securities fraud, breaches of fiduciary duties and other violations of state and federal law. Kessler Topaz Meltzer & Check, LLP is a driving force behind corporate governance reform, and has recovered billions of dollars on behalf of institutional and individual investors from the United States and around the world. The firm represents investors, consumers and whistleblowers (private citizens who report fraudulent practices against the government and share in the recovery of government dollars). The complaint in this action was not filed by Kessler Topaz Meltzer & Check, LLP. For more information about Kessler Topaz Meltzer & Check, LLP please visit www.ktmc.com.
Kessler Topaz Meltzer & Check, LLP
James Maro, Jr., Esq.
Adrienne Bell, Esq.
280 King of Prussia Road
Radnor, PA 19087
(844) 887-9500 (toll free)