Johnson Fistel Investigates Potential Board Fiduciary Duty Breaches in the Select Medical Take-Private Transaction

SAN DIEGO--(BUSINESS WIRE)--Shareholder rights law firm Johnson Fistel, PLLP has launched an investigation into whether the board members of Select Medical Holdings Corporation (NYSE: SEM) breached their fiduciary duties in connection with the proposed sale of the company to a consortium led by Robert A. Ortenzio, Martin F. Jackson, and Welsh, Carson, Anderson & Stowe.

If you own Select Medical shares and believe this proposed transaction undervalues your investment, please consider joining our investigation. To participate or learn more, you can click or copy and paste the following link:
https://www.johnsonfistel.com/investigations/select-medical-holdings-corporation/

Shareholders seeking more information may also contact lead analyst Jim Baker ([e-mail], 619-814-4471). If emailing, please include a phone number.

Background

On March 2, 2026, Select Medical announced that it had entered into a definitive merger agreement pursuant to which an entity affiliated with a consortium led by Robert A. Ortenzio, Executive Chairman, Co-Founder and Director of Select Medical, Martin F. Jackson, Senior Executive Vice President of Strategic Finance and Operations, and Welsh, Carson, Anderson & Stowe will acquire all outstanding shares of Select Medical common stock not already owned by the consortium for $16.50 per share in cash.

According to the announcement, Mr. Ortenzio, Mr. Jackson, and certain of their affiliates have agreed to roll over their equity to the parent entity of the surviving corporation in lieu of receiving the cash merger consideration. The Company further disclosed that the initial rollover participants collectively beneficially own approximately 11.8% of Select Medical’s outstanding common stock and have agreed to vote their shares in favor of adoption of the merger agreement.

The transaction is expected to close in mid-2026, subject to customary closing conditions, including approval by Select Medical stockholders and approval by a majority of shares not held by the consortium or its affiliates.

If consummated, the transaction would result in Select Medical becoming a privately held company, and its shares of common stock would be deregistered under applicable SEC rules and no longer listed on the New York Stock Exchange.

Johnson Fistel’s investigation focuses on whether the Company’s board of directors conducted a fair process to maximize shareholder value and whether minority shareholders are receiving fair consideration for their shares.

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