Jackson v. Mims Pharmacy Services Inc et al

BRIEF/MEMORANDUM in Support re MOTION to Dismiss First Amended Complaint

M.D. Ala.November 14, 2016

IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF ALABAMA NORTHERN DIVISION TORSHA JACKSON, on behalf of the UNITED STATES OF AMERICA and the STATE OF GEORGIA, Plaintiff, v. MIMS PHARMACY SERVICES, INC. f/k/a NORTHEAST PHARMACEUTICAL, INC. and GENOA, A QOL HEALTHCARE COMPANY, LLC, Defendants. ) ) ) ) ) ) ) ) ) ) ) ) ) CIVIL ACTION NO.: 2:14-cv-00250-MHT-WC DEFENDANT GENOA, A QOL HEALTHCARE COMPANY, LLC’S MEMORANDUM IN SUPPORT OF ITS MOTION TO DISMISS THE FIRST AMENDED COMPLAINT Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 1 of 25 TABLE OF CONTENTS INTRODUCTION .......................................................................................................................... 1 FACTUAL ALLEGATIONS ......................................................................................................... 1 LEGAL STANDARD ..................................................................................................................... 2 ARGUMENT .................................................................................................................................. 3 I. RELATOR DOES NOT ADEQUATELY ALLEGE SUCCESSOR LIABILITY AGAINST GENOA (ALL COUNTS). ..................................................................................................... 3 II. RELATOR DOES NOT ADEQUATELY PLEAD A CLAIM FOR CONSPIRACY TO VIOLATE THE FCA AGAINST GENOA (COUNT II). .................................................. 8 III. RELATOR DOES NOT PLEAD HER CLAIMS WITH THE REQUIRED PARTICULARITY (ALL COUNTS). ............................................................................. 11 A. Relator Fails To Adequately Plead the Submission of a False Claim for Payment to the Government (Count I). ...................................................................................................... 11 B. Relator Has Not Sufficiently Pled that Mims Made Any False Statement to the Government (Counts I-II). ................................................................................................ 14 C. Relator Has Failed To Adequately Plead that Mims Made Any False Certification to the Government (Count I). ...................................................................................................... 15 D. Relator Does Not Plead Materiality (Counts I-II). ............................................................ 15 E. Relator’s “Reverse” FCA Claims Are Inadequately Pled (Count I). ................................ 16 F. Relator Fails To Adequately Allege a Retaliation Claim (Count III). .............................. 16 G. Relator’s State Law Fraud Claims Fail for the Same Reasons as her Federal Claims (Counts IV-V). ................................................................................................................. 18 CONCLUSION ............................................................................................................................. 19 Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 2 of 25 TABLE OF AUTHORITIES FEDERAL CASES Aldana v. Del Monte Fresh Produce, N.A., 416 F.3d 1242 (11th Cir. 2005) ..................................2 Atchison, Topeka & Santa Fe Ry. Co. v. Brown & Bryant, Inc., 159 F.3d 358 (9th Cir. 1997) ...................................................................................................................................7 Bell Atl. Corp. v. Twombly, 550 U.S. 544 (2007) ......................................................................2, 10 Corsello v. Lincare, Inc., 428 F.3d 1008 (11th Cir. 2005) ................................................10, 11, 12 Edwards v. Prime, Inc., 602 F.3d 1276 (11th Cir. 2010)...............................................................10 Hatfield v. A+ Nursetemps, Inc., 651 F. App’x 901 (11th Cir. 2016) .........................................7, 8 Hopper v. Solvay Pharm., Inc., 588 F.3d 1318 (11th Cir. 2009) .....................................................3 Infante v. Bank of Am. Corp., 468 F. App’x 918 (11th Cir. 2012) ..................................................5 Jackson v. BellSouth Telecomms., 372 F.3d 1250 (11th Cir. 2004) ..........................................3, 17 Jallali v. Nova Se. Univ., Inc., 486 F. App’x 765 (11th Cir. 2012) ...............................................15 L.A. Draper & Son v. Wheelabrator-Frye, Inc., 735 F.2d 414 (11th Cir. 1984) ...........................18 McCullough v. Bd. of Regents of Univ. Sys. of Ga., 623 F. App’x 980 (11th Cir. 2015) ........................................................................................................................................17 SFM Holdings, Ltd. v. Banc of Am. Sec., LLC, 600 F.3d 1334 (11th Cir. 2010).............................4 Swierkiewicz v. Sorema N.A., 534 U.S. 506 (2002) .......................................................................17 Teed v. Thomas & Betts Power Sols., L.L.C., 711 F.3d 763 (7th Cir. 2013) ...................................7 United States ex rel. Bunk v. Birkart Globistics GmbH & Co., No. 1:02-cv-1168 (E.D. Va. Sept. 12, 2014) .......................................................................................................5, 7 United States ex rel. Clausen v. Lab. Corp. of Am., 290 F.3d 1301 (11th Cir. 2002) ..............................................................................................................................3, 11, 13 United States ex rel. Cullins v. Astra, Inc., No. 09-60696-CIV, 2010 WL 625279 (S.D. Fla. Feb. 17, 2010) ............................................................................................................9 United States ex rel. Jallali v. Sun Healthcare Grp., No. 12-61011, 2015 WL 10687577 (S.D. Fla. Sept. 17, 2015)........................................................................................12 United States ex rel. Keeler v. Eisai, Inc., 568 F. App’x 783 (11th Cir. 2014) .............................18 Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 3 of 25 United States ex rel. Klein v. Omeros Corp., 897 F. Supp. 2d 1058 (W.D. Wash. 2012) ......................................................................................................................................5, 7 United States ex rel. Laporte v. Premier Educ. Grp., LP, No. 11-3523, 2016 WL 2747195 (D.N.J. May 11, 2016) ................................................................................................9 United States ex rel. Mastej v. Health Mgmt. Assocs., Inc., 591 F. App’x 693 (11th Cir. 2014) ........................................................................................................................10 United States ex rel. Notorfransesco v. Surgical Monitoring Assocs., No. 09-1703, 2014 WL 4375654 (E.D. Pa. Sept. 3, 2014) ..............................................................................5 United States ex rel. Pilecki-Simko v. Chubb Inst., No. 06-3562, 2010 WL 1076228 (D.N.J. Mar. 22, 2010) ................................................................................................5 United States ex rel. Ruscher v. Omnicare, Inc., No. 4:08-cv-3396, 2014 WL 2618158 (S.D. Tex. June 12, 2014) ...........................................................................................9 United States ex rel. Sanchez v. Lymphatx, Inc., 596 F.3d 1300 (11th Cir. 2010) ..................13, 17 United States ex rel. Stinson, Lyons, Gerlin & Bustamante, P.A. v. Provident Life & Accident Ins. Co., 721 F. Supp. 1247 (S.D. Fla. 1989)........................................................10 United States ex rel. Thomas v. Siemens AG, 708 F. Supp. 2d 505 (E.D. Pa. 2010) .......................9 United States ex rel. Willard v. Humana Health Plan of Tex., Inc., 336 F.3d 375, 385 (5th Cir. 2003) ...................................................................................................................10 United States v. Bestfoods, 524 U.S. 51 (1998) ...............................................................................5 United States v. Bourseau, 531 F.3d 1159 (9th Cir. 2008) ..............................................................9 United States v. HCA Health Servs. of Okla., Inc., No. 3:09-CV-0992, 2011 WL 4590791 (N.D. Tex. Sept. 30, 2011) ..........................................................................................9 United States v. Kimbell Foods, Inc., 440 U.S. 715 (1979) .............................................................5 Universal Health Servs., Inc. v. United States ex rel. Escobar, 136 S. Ct. 1989 (2016) .................................................................................................................................15, 16 Urquilla-Diaz v. Kaplan Univ., 780 F.3d 1039 (11th Cir. 2015) ....................................................3 Ziemba v. Cascade Int’l, Inc., 256 F.3d 1194 (11th Cir. 2001) .....................................................14 STATE CASES Brown v. Econ. Baler Co., 599 So. 2d 1 (Ala. 1992) .......................................................................6 McKinney v. Fuciarelli, 785 S.E.2d 861 (Ga. 2016) .....................................................................19 Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 4 of 25 Prattville Mem’l Chapel v. Parker, 10 So. 3d 546 (Ala. 2008) ...............................................4, 5, 6 OTHER AUTHORITIES 28 U.S.C. § 1367(c)(4) ...................................................................................................................18 Ala. Code § 34-23-70 .....................................................................................................................15 False Claims Act, 31 U.S.C. § 3729 et seq. ........................................................................... passim Federal Rule of Civil Procedure 8 .................................................................................................16 Federal Rule of Civil Procedure 9(b) ..................................................................................... passim Federal Rule of Civil Procedure 12(b)(6) ................................................................................1, 2, 5 Georgia False Medicaid Claims Act, Ga. Code Ann. § 49-4-168 et seq. ..................................2, 18 Georgia Taxpayer Protection Against False Claims Act, Ga. Code Ann. § 23-3- 120 et seq. ............................................................................................................................2, 18 Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 5 of 25 1 Pursuant to Federal Rule of Civil Procedure 12(b)(6), Defendant Genoa, a QOL Healthcare Company, LLC, (“Genoa”) hereby submits this Memorandum in Support of its Motion to Dismiss the First Amended Complaint (“FAC” or “Complaint”) with prejudice. INTRODUCTION Relator’s claims against Genoa are based on a fundamentally unsound premise: that Genoa is liable as the “successor” of its co-defendant, Mims Pharmacy Services, Inc. f/k/a Northeast Pharmaceuticals, Inc. (“Mims”). Mims’s alleged wrongful conduct occurred two years before Genoa purchased Mims’s assets. The Complaint should be dismissed because, under settled law, an asset purchaser does not take on the seller’s liabilities except in narrow circumstances that are not alleged here. Relator also asserts a “conspiracy” theory of liability against Genoa, but the only fact Relator pleads in support of this claim is that Genoa purchased Mims’s assets. That is patently insufficient to state a claim that Genoa conspired to violate the False Claims Act. In addition, the Complaint should be dismissed in its entirety for failure to plead any claim with the particularity required by Federal Rule of Civil Procedure 9(b). FACTUAL ALLEGATIONS1 Relator Torsha Jackson (“Relator”) worked for Mims as a pharmacy technician in Montgomery, Alabama for less than a year, from September 17, 2012 until August 13, 2013. FAC ¶ 2. Mims, which is headquartered in Montgomery, supplies medicines to patients in long- term care facilities. Id. ¶ 10. 1 The allegations are taken from the First Amended Complaint, which must be taken as true for purposes of Genoa’s motion to dismiss. Genoa does not concede that any factual allegation in the First Amended Complaint is true. Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 6 of 25 2 Relator alleges that during her 11-month period of employment, she discovered fraudulent Medicare and Medicaid billing practices by Mims, including billing the federal government and State of Georgia for prescriptions (i) filled without a physician’s refill order; (ii) that had not been delivered to the customers; (iii) that were on backorder; (iv) that had been returned and reused; and (v) while Mims was in violation of Alabama Board of Pharmacy regulations. Id. ¶¶ 12-40. Relator filed her original qui tam complaint against only Northeast Pharmaceuticals, Inc. on April 7, 2014, alleging violations of the federal False Claims Act (“FCA”), 31 U.S.C. § 3729 et seq.; the Georgia False Medicaid Claims Act, Ga. Code Ann. § 49-4-168 et seq.; and the Georgia Taxpayer Protection Against False Claims Act, Ga. Code Ann. § 23-3-120 et seq. Genoa purchased some of Mims’s assets more than a year later, on May 29, 2015, while this case was pending but before the original complaint was unsealed. FAC ¶ 11 & n.1. Both the United States and Georgia declined to intervene on June 16, 2016, and on August 16, 2016, the Court unsealed the action. Dkt. Nos. 25-26. On September 13, 2016, Relator filed her First Amended Complaint, adding Genoa as a defendant. Dkt. No. 28. LEGAL STANDARD To survive a motion to dismiss, a complaint must allege “enough facts to state a claim to relief that is plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). To overcome this hurdle, a plaintiff must furnish “more than labels and conclusions” or “a formulaic recitation of the elements of a cause of action.” Id. at 555. While a court will accept well-pled allegations as true for the purposes of a Rule 12(b)(6) motion, it will not accept speculation, unwarranted inferences, or sweeping legal conclusions cast in the form of factual allegations. Aldana v. Del Monte Fresh Produce, N.A., 416 F.3d 1242, 1248 (11th Cir. 2005) (per curiam) (“unwarranted deductions of fact are not admitted as true” (internal quotation marks omitted)); Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 7 of 25 3 Jackson v. BellSouth Telecomms., 372 F.3d 1250, 1262 (11th Cir. 2004) (“[C]onclusory allegations, unwarranted deductions of facts or legal conclusions masquerading as facts will not prevent dismissal.” (alteration in original) (internal quotation marks omitted)). In addition, “[a] complaint under the False Claims Act must meet the heightened pleading standard of Rule 9(b), which states ‘[i]n alleging fraud or mistake, a party must state with particularity the circumstances constituting fraud or mistake.’” Hopper v. Solvay Pharm., Inc., 588 F.3d 1318, 1324 (11th Cir. 2009) (second alteration in original) (citation omitted). “To satisfy this heightened-pleading standard in a False Claims Act action, the relator has to allege ‘facts as to time, place, and substance of the defendant’s alleged fraud,’ particularly, ‘the details of the defendants’ allegedly fraudulent acts, when they occurred, and who engaged in them.’” Urquilla-Diaz v. Kaplan Univ., 780 F.3d 1039, 1051 (11th Cir. 2015) (quoting United States ex rel. Clausen v. Lab. Corp. of Am., 290 F.3d 1301, 1310 (11th Cir. 2002)). ARGUMENT I. RELATOR DOES NOT ADEQUATELY ALLEGE SUCCESSOR LIABILITY AGAINST GENOA (ALL COUNTS). Relator does not allege that Genoa had any involvement in the alleged fraudulent conduct, all of which allegedly was committed by Mims. She expressly alleges that Genoa did not purchase Mims’s assets until mid-2015, nearly two years after her employment by Mims ended. FAC ¶ 11. She contends that Genoa is responsible for that conduct as a successor-in- interest to Mims’s liabilities. Id. ¶¶ 53, 63, 69, 75, 82. Relator’s claim against Genoa fails under Twombly’s pleading standard because she does not furnish anything more than labels and conclusions to support her conclusory allegation that Genoa purchased Mims’s liabilities or is otherwise subject to successor liability. Relator has no personal knowledge of such facts, as she did not work at either Mims or Genoa at the time of the Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 8 of 25 4 asset sale. Relator pleads only one “fact”: a press release that, she alleges, states that Genoa purchased “all assets and liabilities” of Mims. FAC ¶ 11 n.1. The press release says no such thing. See Ex. A.2 There are therefore zero facts pleaded in support of successor liability. As a matter of fact, Genoa indisputably did not purchase Mims’s liabilities. Given Relator’s allegations, the Court may consider the Asset Purchase Agreement between Mims and Genoa (“APA”) in deciding this motion to dismiss. See supra note 2.3 The APA provides that Genoa, as buyer, will assume only “certain specified liabilities and obligations of Seller with respect to the Business.” Ex. B at 1 (emphasis added). Genoa expressly did not assume any liabilities arising under the FCA or its state analogs: APA paragraph 2.3(b)(iv) provides that Genoa did not agree to assume “any Liability arising under any Law, including without limitation any . . . Healthcare Law, occurring on or prior to the Closing Date.” The APA defines “Healthcare Laws” to include “the federal False Claims Act (42 C.F.R. § 3729 et seq.) and analogous state Laws.” Ex. B at 4. Even without considering the APA, Relator’s conclusory, speculative assumptions contradict the general rule, under Alabama law and federal law, that an asset purchaser does not assume the seller’s liabilities. See Prattville Mem’l Chapel v. Parker, 10 So. 3d 546, 555 (Ala. 2008) (“As a general rule, where one company sells or otherwise transfers all its assets to another company, the transferee is not liable for the debts and liabilities of the transferor[.]” (internal 2 “In ruling upon a motion to dismiss, the district court may consider an extrinsic document if it is (1) central to the plaintiff’s claim, and (2) its authenticity is not challenged.” SFM Holdings, Ltd. v. Banc of Am. Sec., LLC, 600 F.3d 1334, 1337 (11th Cir. 2010). 3 Relator’s claim that Genoa purchased the assets and liabilities of Mims is not only “central” to her claim, it forms the entire basis for her claims against Genoa, and Relator has no factual basis on which to contest the authenticity of the APA. Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 9 of 25 5 quotation marks omitted)).4 While there are four recognized exceptions to this general rule against successor liability, Relator has not sufficiently pled a basis for applying any of them. See Infante v. Bank of Am. Corp., 468 F. App’x 918, 920 (11th Cir. 2012) (per curiam) (affirming district court’s 12(b)(6) dismissal of claim where plaintiff’s “bare allegations” were “inadequate under federal pleading standards to give rise to an inference of . . . any . . . corporate law principle that might impose” successor liability); see also United States ex rel. Notorfransesco v. Surgical Monitoring Assocs., No. 09-1703, 2014 WL 4375654, at *4 (E.D. Pa. Sept. 3, 2014) (“Where successor liability is an acceptable basis for a claim, courts have dismissed a matter for failure to meet the Rule 12(b)(6) standard.”). Relator has not adequately pled the presence of the first exception-that Genoa made “an express agreement to assume the obligations of [Mims],” Prattville, 10 So. 3d at 555 (internal quotation marks omitted), for the reasons stated above. She has not adequately pled that the second exception applies-that there was a “de facto merger” of Genoa and Mims. See, e.g., FAC ¶ 53 (“Genoa has successor liability as to these violations as they [sic] purchased the assets 4 Because the FCA does not address the issue of successor liability, and because “[n]othing in the False Claims Act suggests an intent to modify the common law of successor liability,” United States ex rel. Bunk v. Birkart Globistics GmbH & Co., No. 1:02-cv-1168 (E.D. Va. Sept. 12, 2014), the Court should apply Alabama’s law of successor liability. See id.; United States ex rel. Klein v. Omeros Corp., 897 F. Supp. 2d 1058, 1065-66 (W.D. Wash. 2012) (citing United States v. Kimbell Foods, Inc., 440 U.S. 715, 728-29 (1979)) (holding there is no need for a distinct federal law of successor liability in FCA cases because “the four traditional exceptions [as adopted by most states, including Alabama] . . . adequately protect the FCA’s goal of preventing fraud on the government”); United States ex rel. Pilecki-Simko v. Chubb Inst., No. 06-3562, 2010 WL 1076228, at *15-16 (D.N.J. Mar. 22, 2010) (applying New Jersey law to issue of successor liability in FCA case); cf. United States v. Bestfoods, 524 U.S. 51, 63 (1998) (when a federal statute gives “no indication that ‘the entire corpus of state corporation law is to be replaced . . .’ and the failure of the statute to speak to a matter as fundamental as the liability implications of corporate ownership demands application of the rule that ‘[i]n order to abrogate a common-law principle, the statute must speak directly to the question addressed by the common law’” (citations omitted)). Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 10 of 25 6 and liabilities of Northeast and substantially continue the same business.”). Nor does she adequately allege the third exception-that “the transaction is a fraudulent attempt to escape liability.” Id. Relator alleges that Genoa acquired Mims, but she pleads no facts that demonstrate, or even make it plausible, that the transaction was a fraudulent transaction designed to help Mims avoid liability. See infra Part II. As for the fourth exception, the Complaint does not adequately allege that Genoa “is a mere continuation” of Mims. Prattville, 10 So. 3d at 555. For this exception to apply, “there must be substantial evidence of four factors . . . : 1) There was basic continuity of the enterprise of the seller corporation, including, apparently, a retention of key personnel, assets, general business operations and even the [seller’s] name[;] 2) The seller corporation ceased ordinary business operations, liquidated, and dissolved soon after distribution of consideration received from the buying corporation[;] 3) The purchasing corporation assumed those liabilities and obligations of the seller ordinarily necessary for the continuation of the normal business operations of the seller corporation[;] 4) The purchasing corporation held itself out to the world as the effective continuation of the seller corporation.” Id. at 555-56. These four factors “are mandatory” and “are to be considered in the conjunctive, not in the alternative.” Id. at 557 (quoting Brown v. Econ. Baler Co., 599 So. 2d 1, 3 (Ala. 1992)). Relator has not alleged facts establishing the presence of any-much less all four-of the these mandatory factors. By including Mims as a named defendant in the action, Relator’s Complaint pleads that Mims, the seller, continues to exist as a separate legal entity, and therefore did not cease, liquidate, and dissolve after the merger. Relator pleads that Mims continues to have a corporate headquarters and “provides long-term care pharmaceuticals to patients of” various institutional facilities. FAC ¶ 10. Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 11 of 25 7 While Relator repeats the conclusory allegation that “Genoa . . . substantially continue[s] the same business” as Mims, id. ¶¶ 53, 63, 69, 75, 82, she has not pled any facts to support that conclusion, including alleging that Genoa retained Mims’s key personnel or assets, and she admits that Genoa did not retain Mims’s name, see id. ¶¶ 45-46. As for liabilities, the APA shows that Genoa did not assume many of the liabilities relating to Mims’s business operations, such as tax liabilities, liabilities to employees, and any indebtedness. Ex. B § 2.3(b). Even if federal common law applied-which it does not, see supra note 4-the result would be the same. Federal common law employs the same four exceptions to the general rule of no successor liability as does Alabama law. See Atchison, Topeka & Santa Fe Ry. Co. v. Brown & Bryant, Inc., 159 F.3d 358, 362 (9th Cir. 1997), amended Oct. 14, 1998; United States ex rel. Klein v. Omeros Corp., 897 F. Supp. 2d 1058, 1065 (W.D. Wash. 2012). Federal law recognizes a fifth exception for substantial continuation of the business in the absence of continuity of ownership, but only in labor and employment cases, not FCA cases. See Hatfield v. A+ Nursetemps, Inc., 651 F. App’x 901, 906 (11th Cir. 2016) (unpublished) (per curiam) (the expanded federal common law of successor liability applies to “suits to enforce federal labor or employment laws” (internal quotation marks omitted)); Teed v. Thomas & Betts Power Sols., L.L.C., 711 F.3d 763, 764-65 (7th Cir. 2013) (noting that state law generally governs the issue of successor liability, “[b]ut when liability is based on a violation of a federal statute relating to labor relations or employment, a federal common law standard of successor liability is applied” (emphasis added)); United States ex rel. Bunk v. Birkhart Globistics GmbH & Co., No. 1:02-cv- 1168 (E.D. Va. Sept. 12, 2014); Klein, 897 F. Supp. 2d at 1065-66. In any event, Relator has not adequately pled a basis for the fifth federal-law exception because, for that exception to apply, Genoa would have to have had “notice of the pending Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 12 of 25 8 action” at the time of the asset purchase, which it did not. Hatfield, 651 F. App’x at 907. Relator concludes that “Genoa . . . discovered the qui tam investigation was ongoing,” FAC ¶ 57, but this conclusion is unsupported by any facts to show plausibly that Genoa knew anything about the qui tam investigation. As with her assertion that Genoa assumed all of Mims’s liabilities, the APA, which is central to her allegations, flatly contradicts her allegations. In the APA, Mims expressly represented and warranted to Genoa that Mims was not aware of any pending lawsuits against it. See Ex. B § 3.16(a) (“No allegation, investigation, audit, whistleblower or qui tam action, or any other Action has been made, filed or commenced or, to the Knowledge of Seller, threatened involving Seller or the Business with respect to any alleged failure to comply with any Healthcare Law.”). II. RELATOR DOES NOT ADEQUATELY PLEAD A CLAIM FOR CONSPIRACY TO VIOLATE THE FCA AGAINST GENOA (COUNT II). Relator alleges that, during due diligence of its purchase of Mims’s assets in 2015, Genoa learned of this pending qui tam, and that Genoa and Mims subsequently conspired to commit a “reverse” false claim by agreeing to avoid returning “falsely billed payments” to the government and to help Mims avoid FCA liability. FAC ¶¶ 57-58, 62. A “reverse” false claim results when an actor avoids paying money due to the government, as opposed to affirmatively submitting a false claim for payment to the government. 31 U.S.C. § 3729(a)(1)(G). This claim fails for three reasons. First, Relator has not adequately pled an underlying reverse false claim, so she therefore cannot state a valid claim for conspiracy to commit such a violation. Her allegations of a reverse false claim are simply the flip side of her claim that Mims submitted false claims for payment. She contends that Mims submitted false claims and/or used false statements to get fraudulent claims paid by the government, and then she claims that Mims committed a reverse false claim Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 13 of 25 9 by not refunding that same money. FAC ¶¶ 51-52, 57-58. Courts routinely hold that a mere re- casting of an affirmative false claim as a “reverse” false claim is improper. See, e.g., United States ex rel. Laporte v. Premier Educ. Grp., LP, No. 11-3523 (RBK/AMD), 2016 WL 2747195, at *18 (D.N.J. May 11, 2016); United States ex rel. Ruscher v. Omnicare, Inc., No. 4:08-cv- 3396, 2014 WL 2618158, at *28 (S.D. Tex. June 12, 2014); United States v. HCA Health Servs. of Okla., Inc., No. 3:09-CV-0992, 2011 WL 4590791, at *8 (N.D. Tex. Sept. 30, 2011); United States ex rel. Thomas v. Siemens AG, 708 F. Supp. 2d 505, 515 (E.D. Pa. 2010). Second, the underlying reverse false claim fails on its elements. “To prevail on a reverse- false-claim action, a plaintiff must establish five elements: (1) a false record or statement and (2) the defendant’s knowledge of the falsity; (3) that the defendant makes, uses, or causes to be made or used a false statement (4) for the purpose to conceal, avoid, or decrease an obligation to pay money to the government; and (5) materiality of the misrepresentation.” United States ex rel. Cullins v. Astra, Inc., No. 09-60696-CIV, 2010 WL 625279, at *5 (S.D. Fla. Feb. 17, 2010) (citing United States v. Bourseau, 531 F.3d 1159, 1164-71 (9th Cir. 2008)). Relator has not offered any facts in support of an allegation that Mims used a false record or statement of any kind, much less “for the purpose to conceal, avoid, or decrease an obligation to pay money to the government.” See infra Part III.B. Third, even if Relator had stated a claim for a reverse false claim, she has not adequately alleged a conspiracy involving Genoa to commit such a violation. The only fact Relator pleads in support of her claims that Genoa knew of the pending qui tam when it purchased Mims’s assets and that it and Mims conspired not to return money allegedly due the government is that Genoa purchased the assets of Mims in 2015. This does not come close to stating a claim. To state a claim for violation of the FCA’s conspiracy provision, “the plaintiff must show ‘(1) that Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 14 of 25 10 the defendant conspired with one or more persons to get a false or fraudulent claim paid by the United States; (2) that one or more of the conspirators performed any act to effect the object of the conspiracy; and (3) that the United States suffered damages as a result of the false or fraudulent claim.’” Corsello v. Lincare, Inc., 428 F.3d 1008, 1014 (11th Cir. 2005) (per curiam) (quoting United States ex rel. Stinson, Lyons, Gerlin & Bustamante, P.A. v. Provident Life & Accident Ins. Co., 721 F. Supp. 1247, 1259 (S.D. Fla. 1989)). FCA conspiracy claims are subject to the heightened pleading requirements of Federal Rule of Civil Procedure Rule 9(b). Corsello, 428 F.3d at 1014. “[A] bare assertion of conspiracy will not suffice,” and “and a conclusory allegation of agreement at some unidentified point does not supply facts adequate to show illegality.” Twombly, 550 U.S. at 556-57.5 The mere purchase of Mims’s assets by Genoa does nothing to establish that Genoa and Mims ever agreed to violate the FCA. Relator’s suggestion of a conspiratorial agreement is based on pure speculation. Relator was not employed by Genoa or Mims when Genoa purchased some of Mims’s assets in 2015, and she has no knowledge or information whatsoever about Genoa’s due diligence process; who conducted the due diligence; what Genoa may have learned regarding Mims during that process; any of Genoa’s “objectives” in purchasing Mims’s assets, FAC ¶ 43; or any agreements that Genoa and Mims may have formed or who formed them on behalf of Genoa. Given her lack of involvement in the transaction, she cannot even plead a conspiracy on information and belief, which, even if she could, would still be insufficient in the absence of a factual basis for such a belief. See United States ex rel. Willard v. Humana Health 5 See Corsello, 428 F.3d at 1014 (affirming dismissal of conspiracy claim where Relator’s “bare legal conclusion” of a conspiracy under the False Claims Act “was unsupported by specific allegations of any agreement or overt act”); see also Edwards v. Prime, Inc., 602 F.3d 1276, 1300 (11th Cir. 2010) (“The mere use of the word[ ] “‘conspiracy’” . . . without any more explanation of the grounds of the plaintiffs’ entitlement to relief is insufficient.”). Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 15 of 25 11 Plan of Tex., Inc., 336 F.3d 375, 385 (5th Cir. 2003) (“[E]ven where allegations are based on information and belief, the complaint must set forth a factual basis for such belief.”). Relator’s unsupported, speculative conclusions therefore lack any “indicia of reliability” and should be dismissed. See United States ex rel. Mastej v. Health Mgmt. Assocs., Inc., 591 F. App’x 693, 709 (11th Cir. 2014) (dismissing claims under Rule 9(b) because former employee was “no longer privy” to the defendant’s business practices), cert. denied, 135 S. Ct. 2379 (2015). III. RELATOR DOES NOT PLEAD HER CLAIMS WITH THE REQUIRED PARTICULARITY (ALL COUNTS). Even assuming arguendo that Relator had sufficiently pled successor liability, Relator’s claims would still fail because she has not pled her claims with the required particularity. First, Relator does not “identify any specific claims that were submitted to the United States or identify the dates on which those claims were presented to the government” and “relies exclusively on conclusory allegations of fraudulent billing.” Clausen, 290 F.3d at 1311 (internal quotation marks omitted). Second, she has not identified any false records, false statements, or false certifications made by Mims to the government at any time. Third, if any false statements or certifications existed, Relator does not allege that they were material to the government’s decision to pay the alleged claims. Fourth, her reverse false claim is wholly duplicative of her claims of affirmative false claims. Finally, the retaliation claim alleges no facts supporting a retaliatory motive for her discharge. A. Relator Fails To Adequately Plead the Submission of a False Claim for Payment to the Government (Count I). “The act of submitting a fraudulent claim to the government is the sine qua non of” a FCA violation. Corsello, 428 F.3d at 1012 (internal quotation marks omitted). Liability “arises from the submission of a fraudulent claim to the government, not the disregard of government regulations or failure to maintain proper internal policies.” Id. The Eleventh Circuit Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 16 of 25 12 has routinely required dismissal when False Claims Act complaints did not show that the defendant actually submitted any claims for payment, as Relator has failed to do here. See Clausen, 290 F.3d at 1305-06 (affirming dismissal of complaint where “no copies of a single actual bill or claim or payment were provided” and “[n]o amounts of any charges by [defendant] were identified” and “[n]o actual dates of claims were alleged”); Corsello, 428 F.3d at 1014 (“In short, Corsello provided the ‘who,’ ‘what,’ ‘where,’ ‘when,’ and ‘how’ of improper practices, but he failed to allege the ‘who,’ ‘what,’ ‘where,’ ‘when,’ and ‘how’ of fraudulent submissions to the government.”). To survive dismissal, “a relator must provide the following: ‘details concerning the dates of the claims, the content of the forms or bills submitted, their identification numbers, the amount of money charged to the government, the particular goods or services for which the government was billed, the individuals involved in the billing, and the length of time between the alleged fraudulent practices and the submission of claims based on those practices.’” United States ex rel. Jallali v. Sun Healthcare Grp., No. 12-61011, 2015 WL 10687577, at *5 (S.D. Fla. Sept. 17, 2015) (citations omitted), aff’d per curiam, No. 15-14231, 2016 WL 3564248 (11th Cir. July 1, 2016). Relator utterly fails this governing test. She has not pled the identities of the customers or patients, the amounts and dates of any allegedly fraudulent charges, or details regarding claims submitted or amounts actually paid by the government. For her claim that Mims billed for prescriptions without an authorized refill, she claims to have certain knowledge of Mims’s billing practices through her access to Mims’s “internal software system” and “internal computer system,” the QS1 system, FAC ¶¶ 12, 18, 20, but she pleads no details that indicate that this internal program is an indicator of what was actually billed to the government, on what date, for what prescriptions, and how much was paid by the government. Relator alleges that this practice Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 17 of 25 13 of billing for unauthorized refills occurred “for patients throughout Alabama, Georgia, and Mississippi,” id. ¶ 12, but never mentions a specific patient or even a specific facility.6 This is exactly the level of pleading the Eleventh Circuit has found insufficient: Despite her assertion that she had direct knowledge of the defendants’ billing and patient records [as the defendant’s office manager], however, [the relator] failed to provide any specific details regarding either the dates on or the frequency with which the defendants submitted false claims, the amounts of those claims, or the patients whose treatment served as the basis for the claims. Without these or similar details, [the relator’s] complaint lacks the “indicia of reliability” necessary under Rule 9(b) to support her conclusory allegations of wrongdoing. In other words, because she failed “to allege at least some examples of actual false claims,” [the relator] could not “lay a complete foundation for the rest of [her] allegations.” The district court therefore appropriately dismissed the four claims alleging fraudulent billing. United States ex rel. Sanchez v. Lymphatx, Inc., 596 F.3d 1300, 1302-03 (11th Cir. 2010) (per curiam) (emphasis added) (citations omitted). The court in Clausen dismissed a complaint alleging fraudulent billing by a laboratory for patients at unnamed long-term care facilities: “Clausen’s pleadings about similar false claims at . . . 60 unnamed Georgia LTCFs . . . and an unspecified number of other unnamed facilities nationwide between the late 1980s and 1998- without any similar support-cannot be maintained under Rule 9(b).” 290 F.3d at 1315. Relator provides similar insufficient details about actual claims submitted to the government for her other allegations.  Regarding Relator’s contention that Mims billed for prescriptions that were not actually delivered to patients, Relator claims that she “discovered” that one unnamed patient at one unnamed facility was billed for medications that were not delivered and claims that Mims billed for “bulk items” to a single named facility that were not delivered to the 6 She mentions one unnamed patient at one unnamed facility, which she does not even identify as a Medicare or Medicaid patient. FAC ¶ 14. Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 18 of 25 14 facility. FAC ¶¶ 14, 19. Again, she does not plead that any of the patients at issue were federally-insured patients, nor does she provide any details about the alleged overbilling such as the dates, times, or amounts of bills submitted to or paid by the federal government.  Regarding Relator’s contention about unavailable injectable medications, Relator never mentions a single specific instance, or a specific customer, who was billed for such undelivered medications. FAC ¶¶ 25-27.  Relator provides absolutely no detail about false claims submitted in connection with her allegation that Mims was violating regulatory requirements about returned medication or the presence of unauthorized personnel in the pharmacy. She provides nothing to suggest that, even if she witnessed certain behavior in violation of pharmacy regulations, that behavior somehow led to fraudulent billings to the government. FAC ¶¶ 28-38. B. Relator Has Not Sufficiently Pled that Mims Made Any False Statement to the Government (Counts I-II). In addition to pleading that Mims submitted false claims for payment to the government in violation of 31 U.S.C § 3729(a)(1)(A), she also alleges that Mims “knowingly made or used false statements for the purpose of obtaining, or aiding in obtaining, the payment or approval of false Medicaid and Medicare claims by the United States” in violation of § 3729(a)(1)(B). FAC ¶ 50. This claim finds no support in the Complaint. Relator does not plead that Mims made any statements to the government at all, much less false ones. See Ziemba v. Cascade Int’l, Inc., 256 F.3d 1194, 1202 (11th Cir. 2001) (noting that Rule 9(b) requires the complaint to set forth which statements were made in which documents, the time and place that the statements were made and the person who made them, the contents of the statements and how they misled the recipient, and what the defendant gained as a result of the fraud). Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 19 of 25 15 C. Relator Has Failed To Adequately Plead that Mims Made Any False Certification to the Government (Count I). Relator makes the conclusory allegation that Mims “falsely implied and certified that medication for which it was reimbursed by the government was distributed according to Regulations.” FAC ¶ 51. This claim is also utterly without support in the Complaint. Relator nowhere identifies any certification-whether express or implied-made by Mims to the federal government or state Medicaid programs. Thus, to the extent that she bases her FCA claims on Mims’s alleged violations of laws or regulations-such as that Mims submitted false claims because it was not in compliance with regulations for returned or expired medications, authorized personnel in the pharmacy, or refills with physician authorization set forth in Alabama Code § 34-23-70-those claims fail in their entirety. See Jallali v. Nova Se. Univ., Inc., 486 F. App’x 765, 767 (11th Cir. 2012) (per curiam) (dismissing claim where, although Relator alleged violations of certain statutes, he failed to “allege facts identifying the time, place, or substance of the allegedly fraudulent claims for payment” and failed “to allege facts showing that [Defendant] actually certified compliance with” such statutes). D. Relator Does Not Plead Materiality (Counts I-II). Even if she had pled any false statements or certifications to the government (she did not), Relator’s claims are still deficient because she nowhere pleads that any falsity was material to the government’s decision to pay the claims. The Supreme Court recently reiterated that the materiality standard in FCA cases is “demanding” and “rigorous” and that not all “statutory, regulatory, and contractual requirements are . . . automatically material” to payment of claims. Universal Health Servs., Inc. v. United States ex rel. Escobar, 136 S. Ct. 1989, 2001-03 (2016). The Supreme Court also noted in Escobar that materiality is not “too fact intensive for courts to dismiss False Claims Act cases on a motion to dismiss . . . . False Claims Act plaintiffs must Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 20 of 25 16 also plead their claims with plausibility and particularity under Federal Rules of Civil Procedure 8 and 9(b) by, for instance, pleading facts to support allegations of materiality.” Id. at 2004 n.6 (emphasis added). Relator has not even made a conclusory allegation that any false statements or certifications allegedly made were material to the government’s decision to pay the claims at issue, much less has she pled any facts supporting such a conclusion. Her claims under (a)(1)(B) and (a)(1)(G), and her conspiracy claim, should therefore be dismissed. E. Relator’s “Reverse” FCA Claims Are Inadequately Pled (Count I). In addition to Relator’s allegation in Count II that Genoa and Mims conspired to commit a reverse false claim in violation of § 3729(a)(1)(G), she also alleges a “reverse” false claim in Count I. FAC ¶ 54. To the extent that Relator intended the allegations in Count I to be distinct from the allegations in Count II, this second reverse FCA claim fails for the same reasons given in Part II, supra. Relator’s claim under FCA subsection (a)(1)(D) also should be dismissed. That section prohibits one who “has possession, custody, or control of property or money used, or to be used, by the Government [from] knowingly deliver[ing], or caus[ing] to be delivered, less than all of that money or property.” Relator alleges no facts suggesting a failure to deliver government- owned funds. F. Relator Fails To Adequately Allege a Retaliation Claim (Count III). Relator alleges that she was terminated in violation of 31 U.S.C. § 3730(h), the False Claims Act’s anti-retaliation provision. Section 3730(h) prohibits an employer from taking adverse action against an employee “because of lawful acts done by the employee . . . in furtherance of [a civil action] under this section or other efforts to stop 1 or more violations of [the False Claims Act].” “If an employee’s actions, as alleged in the complaint, are sufficient to support a reasonable conclusion that the employer could have feared being reported to the Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 21 of 25 17 government for fraud or sued in a qui tam action by the employee, then the complaint states a claim for retaliatory discharge under § 3730(h).” Sanchez, 596 F.3d at 1304. A pleading will not “survive dismissal when it consist[s] of only the barest of conclusory allegations without notice of the factual grounds on which they purport to be based.” Jackson, 372 F.3d at 1271. That describes Relator’s retaliation claim. Her Complaint states only that she “brought the billing rejections to the attention of the billing coordinator, Nikki Williams-Perdue” and “complained internally.” FAC ¶ 13. Relator offers no other details, such as the date on which the conversation with Williams-Perdue allegedly took place, and she does not explain what she means by “billing rejections.” She does not state whether Williams-Perdue was a decision-maker in Relator’s termination or even how she responded to Relator’s mention of “billing rejections.” She does not state to whom she complained internally (if other than Williams-Perdue) or what she complained internally about. She admits that she was told that she was being terminated because “she did not ‘enjoy her work,’” but then concludes that was “false pretense.” FAC ¶ 68. Yet, Relator offers no facts to demonstrate that she was fired for making “efforts to stop 1 or more violations of [the False Claims Act].” 31 U.S.C. § 3730(h)(1). Relator has therefore failed to state a plausible retaliation claim, and this Court should dismiss that claim with prejudice. See, e.g., McCullough v. Bd. of Regents of Univ. Sys. of Ga., 623 F. App’x 980, 983 (11th Cir. 2015) (unpublished) (per curiam) (affirming district court’s 12(b)(6) dismissal of retaliation claim where plaintiff “failed to plead sufficient facts to establish a causal connection between his protected [activity] and the [adverse action]); cf. Swierkiewicz v. Sorema N.A., 534 U.S. 506, 514 (2002) (holding that plaintiff adequately pleaded retaliation claim where he “detailed the events leading to his termination, provided relevant dates, and included the ages and nationalities of at least some of the relevant persons involved with his Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 22 of 25 18 termination”); Sanchez, 596 F.3d at 1304 (holding that plaintiff’s repeated complaints to defendants that they were incurring significant criminal and civil liability for unlawful acts “would have been sufficient, if proven, to support a reasonable conclusion that the defendants were aware of the possibility of litigation under the False Claims Act”). G. Relator’s State Law Fraud Claims Fail for the Same Reasons as her Federal Claims (Counts IV-V). In addition to her federal FCA claims, Relator alleges violations of the Georgia False Medicaid Claims Act, Ga. Code Ann. § 49-4-168 et seq., and the Georgia Taxpayer Protection Against False Claims Act, Ga. Code Ann. § 23-3-120 et seq. Both counts should be dismissed. First, because this Court should dismiss all federal claims, it should decline supplemental jurisdiction over any remaining state law claims. See 28 U.S.C. § 1367(c)(4); L.A. Draper & Son v. Wheelabrator-Frye, Inc., 735 F.2d 414, 428 (11th Cir. 1984) (“[I]f the federal claims are dismissed prior to trial, [United Mine Workers v. Gibbs, 383 U.S. 715 (1966)] strongly encourages or even requires dismissal of the state claims.”). Second, the Georgia False Medicaid Claims Act and Georgia Taxpayer Protection Against False Claims Act mirror the federal False Claims Act and have the same elements for each type of violation. Compare 31 U.S.C. § 3729(a)(1), with Ga. Code Ann. § 49-4-168.1, and Ga. Code Ann. § 23-3-121. Relator does not offer any additional facts to establish the state fraud claims. These claims rely on the same deficient factual allegations as the federal claims. Because Relator has failed to plead her state fraud claims with the particularity required by Rule 9(b), these claims must be dismissed for the same reasons discussed supra. See United States ex rel. Keeler v. Eisai, Inc., 568 F. App’x 783, 803 (11th Cir. 2014) (noting that state law false claims “are subject to the heightened pleading standard of Rule 9(b)”). Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 23 of 25 19 Finally, with respect to Count V, Relator has failed to plead that she received written approval from the State Attorney General before filing suit, as required by the Act. See Ga. Code Ann. § 23-3-122(b)(1); McKinney v. Fuciarelli, 785 S.E.2d 861, 861-62 (Ga. 2016). Therefore, this count must be dismissed on that basis as well. CONCLUSION For the foregoing reasons, the Court should dismiss with prejudice the Complaint against Genoa. Dated: November 3, 2016 Respectfully submitted, s/ John Mark Goodman John Mark Goodman (ASB-3764-J61G) One of the Attorneys for Genoa, A QOL Healthcare Company, LLC OF COUNSEL: David G. Hymer John Mark Goodman Bradley Arant Boult Cummings LLP 1819 Fifth Avenue North Birmingham, Alabama 35203 Phone: (205) 521-8000 dhymer@bradley.com jmgoodman@bradley.com Enu A. Mainigi (pro hac vice) Holly M. Conley (pro hac vice) Ashley W. Hardin (pro hac vice) Williams & Connolly LLP 725 12th St. NW Washington, DC 20005 Telephone: (202) 434-5000 Facsimile: (202) 434-5029 emainigi@wc.com hconley@wc.com ahardin@wc.com Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 24 of 25 20 CERTIFICATE OF SERVICE I hereby certify that, on November 14, 2016, I electronically filed the foregoing with the Clerk of the Court using the CM/ECF system which will send notification of such filing to the following counsel of record: Andrew E. Brashier Ashley Burgin Archibald Grubb BEASLEY, ALLEN, CROW, METHVIN, PORTIS & MILES, P.C. Post Office Box 4160 Montgomery, Alabama 36103-4160 Elizabeth White, Esq. Assistant Attorney General Georgia Medicaid Fraud Control Unit 200 Piedmont Ave., S.E. West Tower, 19th Floor Atlanta, GA 30334 Jerusha T. Adams, Esq. U.S. Attorney’s Office 131 Clayton Street Montgomery, Alabama 36104 Terrie Scott Morgan, Esq. Chad W. Bryan, Esq. Capell & Howard, P.C. 150 South Perry Street Montgomery, Alabama 36104 s/ John Mark Goodman Of Counsel Case 2:14-cv-00250-MHT-WC Document 51 Filed 11/14/16 Page 25 of 25 EXHIBIT A Case 2:14-cv-00250-MHT-WC Document 51-1 Filed 11/14/16 Page 1 of 2 FOR IMMEDIATE RELEASE Contact: Melissa Odorzynski (952) 657-7481 modorzynski@genoa-qol.com Genoa, a QoL Healthcare Company Acquires Northeast Pharmaceuticals, Inc. Genoa has received final approval to acquire Northeast Pharmaceuticals, Inc., bringing together two pharmacy organizations with proven track records for excellent service to individuals with mental illness. Both companies have strong reputations for outstanding customer service, flexibility and delivering true value to their customers. Genoa is the leading provider of pharmacy services dedicated to the behavioral health community and those affiliated with managing the cost and quality of their care. The company will now provide specialty behavioral health and long-term care pharmacy services to more than 400,000 individuals annually and span 260 pharmacies in 37 states and the District of Columbia. “The addition of NEP to Genoa brings together two providers of specialty behavioral health pharmacy services into one organization committed to a common mission,” said John Figueroa, Chief Executive Officer of Genoa. “The combination adds to a company that can truly make a positive impact on the lives of individuals with a mental illness and those that care for them”. “Our collective history of providing excellent service makes this a terrific addition and a win for all of our constituencies, including our clients and consumers, and our center partners,” Figueroa said. The acquisition of NEP brings Genoa’s total number of employees to approximately 1,600. Both companies have maintained a focus on the core benefits of customized pharmacy services within behavioral health centers and in long-term and specialty pharmacy care settings. They serve a mental health population in which more than 25 million people are prescribed medications each year. About Genoa, a QoL Healthcare Company In July 2014, Genoa Healthcare received final approval to combine with QoL meds, bringing together two pharmacy organizations with proven track records for excellent service to individuals with mental illness. The combination created Genoa, a QoL Healthcare Company, the nation’s leading behavioral health specialty pharmacy company. Both companies had strong reputations for outstanding customer service, flexibility and delivering true value to their consumers and partners. By uniting their strengths - like best practices and expertise - the combined company is able to better serve individuals and the health organizations that care for them. For more information, visit us online at www.genoa-qol.com. About Northeast Pharmaceuticals, Inc. Founded in 2005 and based in Montgomery, AL, Northeast Pharmaceuticals is a leading provider of customized pharmacy services in the southeast, with eight pharmacies strategically located across three states. NEP proudly delivers customized pharmacy solutions to over 150 long-term care facilities. NEP are real people providing real solutions with real value. For more information, visit us online at www.nepharmacy.net. 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