Rigrodsky & Long, P.A. Investigates Allis-Chalmers Energy Inc. Buyout
13 Agosto 2010 - 5:07PM
Business Wire
Rigrodsky & Long, P.A. announces that it is investigating
potential claims against the board of directors of Allis-Chalmers
Energy Inc. (“Allis-Chalmers” or the “Company”) (NYSE: ALY)
concerning possible breaches of fiduciary duty and other violations
of law related to the Company’s entry into an agreement to be
acquired by Seawell Limited (“Seawell”) (NOTC: SEAW) in a
transaction with a value of approximately $890 million (including
assumed debt).
(http://www.rigrodskylong.com/news/Allis-ChalmersEnergyInc.-ALY).
Under the proposed agreement, Allis-Chalmers stockholders will
have the right to elect $4.25 in cash or 1.15 Seawell common shares
for each share of Allis-Chalmers common stock, subject to proration
if more than 35% of the shares elect to receive cash. The
investigation concerns whether Allis-Chalmers’ board of directors
failed to adequately shop the Company and obtain the best price
possible for Allis-Chalmers’ shareholders before entering into the
agreement with Seawell. Indeed, according to Yahoo! Finance, at
least one analyst has set a price target of $7.00 per share for
Allis-Chalmers stock.
In addition, Lime Rock Partners V, L.P. (“Lime Rock”) has
entered into an agreement with Seawell pursuant to which Lime Rock
has, among other things, agreed that if it votes in favor of the
merger, it will elect to receive Seawell common shares in respect
of the Allis-Chalmers preferred and common stock that it holds.
Lime Rock, which is controlled by Allis-Chalmers board members,
Saad Bargach and John Reynolds, beneficially owns approximately
27.5% of Allis-Chalmers’ common stock and approximately 100% of the
Company’s preferred stock. Pursuant to its agreement with Seawell,
Lime Rock has agreed to vote its Allis-Chalmers shares against any
alternative transaction for a period of nine months following any
termination of the merger agreement. Moreover, Mr. Bargach, Lime
Rock’s Managing Director, is the proposed chairman of the merged
company.
If you own the common stock of Allis-Chalmers and purchased your
shares before August 12, 2010, if you have information or would
like to learn more about these claims, or if you wish to discuss
these matters or have any questions concerning this announcement or
your rights or interests with respect to these matters, please
contact Seth D. Rigrodsky, Esquire or Noah R. Wortman, Case
Development Director, of Rigrodsky & Long, P.A., 919 N. Market
Street, Suite 980, Wilmington, Delaware, by telephone at (888)
969-4242, or by e-mail to info@rigrodskylong.com.
Rigrodsky & Long, P.A., with offices in Wilmington, Delaware
and Garden City, New York, regularly litigates securities class,
derivative and direct actions, shareholder rights litigation and
corporate governance litigation, including claims for breach of
fiduciary duty and proxy violations in the Delaware Court of
Chancery and in state and federal courts throughout the United
States.
Attorney advertising. Prior results do not guarantee a similar
outcome.
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