Kessler Topaz Meltzer & Check, LLP Reminds Investors of Deadline for Securities Fraud Class Action Lawsuit Filed Against MultiPlan Corporation - Seite 2

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.