Oracle’s $28.3 Billion Cerner Deal Draws Pension Fund Suit (1)

A pension fund sued Cerner Corp. in Delaware over concerns that the health technology company’s leaders deliberately “stymied potential bidders” while engineering an unfair $28.3 billion sale to Oracle Corp. without making any effort to explore superior alternatives.

The lawsuit seeks files from Cerner to explore allegations that its board and management steered the company into the Oracle transaction—which includes onerous deal protections like a $950 million termination fee—after spurning other approaches.

They “expressed a clear preference for Oracle and did not follow reasonable steps to obtain a value-maximizing transaction,” for reasons “that may become clear upon a review of ...