As previously announced, on January 7, 2022, Apria, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Owens & Minor, Inc., a Virginia corporation (“Parent”), and StoneOak Merger Sub Inc., a Delaware corporation and an indirect, wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will be merged with and into the Company (the “Merger”) with the Company surviving the Merger as an indirect, wholly owned subsidiary of Parent.
Supplemental Disclosures in Connection with Transaction Litigation
This Current Report on Form 8-K (this “Form 8-K”) is being filed to update and supplement the definitive proxy statement (the “Proxy Statement”) filed by the Company on February 22, 2022 and mailed by the Company to its stockholders commencing on February 22, 2022. The information contained in this Form 8-K is incorporated by reference into the Proxy Statement. Terms used in this Form 8-K, but not otherwise defined, shall have the meanings ascribed to such terms in the Proxy Statement.
Following the announcement of the Merger Agreement and as of the date of this Form 8-K, five lawsuits have been filed in connection with the Merger on behalf of purported individual stockholders of the Company—one lawsuit filed on February 10, 2022 in the United States District Court for the Southern District of New York, one lawsuit filed on February 16, 2022 in the United States District Court for the District of Delaware, one lawsuit filed on February 23, 2022 in the United States District Court for the District of Colorado, one lawsuit filed on March 8, 2022 in the United States District Court for the Eastern District of Pennsylvania and one lawsuit filed on March 11, 2022 in the United States District Court for the Eastern District of New York. These lawsuits, Massie vs Apria, Inc. et al., Case No. 1:22-cv-01175-JPO, Waterman vs Apria, Inc. et al., Case No. 1:22-cv-00211-MN, Bushansky vs Apria, Inc. et al., Case No. 1:22-cv-00462, Whitfield vs Apria, Inc. et al., Case No. 2:22-cv-00873, and Lapekes vs Apria, Inc. et al., Case No. 1:22-cv-01366 (collectively, the “Actions”), name the Company and individual officers and members of the Company’s board of directors as defendants. The Actions allege, among other things, that the defendants failed to disclose certain information relating to the Company’s financial projections set forth in the Proxy Statement.
The Company believes that the Actions are without merit and that no further disclosure is required to supplement the Proxy Statement under applicable law; however, to eliminate the burden, expense, and uncertainties inherent in such litigation, and without admitting any liability or wrongdoing, the Company has agreed to make certain supplemental disclosures to the Proxy Statement as set forth below. Nothing in these supplemental disclosures shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein. The defendants have vigorously denied, and continue vigorously to deny, that they have committed any violation of law or engaged in any of the wrongful acts that were alleged in the Actions. In consideration for such supplemental disclosures by the Company, plaintiffs in the Actions have agreed to voluntarily dismiss the Actions.
Supplements to the Proxy Statement
The supplemental disclosures to the Proxy Statement set forth in this Form 8-K below should be read alongside the Proxy Statement, which should be read in its entirety, and to the extent that information in this Form 8-K differs from or updates information contained in the Proxy Statement, this Form 8-K shall supersede the information in the Proxy Statement. Defined terms used but not otherwise defined herein have the meanings set forth in the Proxy Statement.