OPINION
STEELE, Vice Chancellor.
Defendants Transworld Healthcare, Inc. ("Transworld") and the former directors of Health Management Inc. ("HMI") move to dismiss pursuant to Court of Chancery Rule 12(b)(6) this individual and stockholder class action against them, which challenges the fairness of HMI's merger with a subsidiary of Transworld. HMI's directors approved a merger between HMI and Transworld's wholly-owned subsidiary at $2 per share, but...
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