Milberg Announces Investigation of Conflicts of Interest And Unfair Low Price In The Proposed Crimson Exploration Inc. Transa...
09 Maggio 2013 - 11:16PM
Business Wire
Milberg LLP is currently investigating the proposed acquisition
of Crimson Exploration, Inc. (Crimson) (NASDAQ: CXPO) by Contango
Oil & Gas Company (Contango), as being potentially unfair to
Crimson’s public shareholders.
On April 30, 2013, Crimson announced that it had agreed to be
acquired by Contango in an all-stock transaction. Under the merger
agreement, each share of Crimson stock will be converted into
0.08288 shares of Contango stock. Based on Contango’s closing stock
price on April 29, 2013, the transaction represents an implied
price per share for Crimson of $3.19, a premium of less than 8%
over the closing price of Crimson stock on April 29, 2013. The
proposed merger consideration is inadequate in light of Crimson’s
positive business and financial performance in the recent years,
the Company’s significant prospects for growth, and Crimson
executives’ statements that the Company’s assets are
undervalued.
Allan D. Keel, Crimson’s CEO and President, and E. Joseph Grady,
Crimson’s CFO, have each signed employment agreements to continue
in the same roles at the combined company, and Crimson’s senior
management will reportedly join the Contango-controlled post-Merger
entity in similar positions that they enjoy now.
Moreover, the merger agreement contains onerous deal protection
provisions designed to effectively preclude other bidders from
making a successful competing offer for the Company, and when
coupled with voting agreements and commitments in support of the
merger by certain large shareholders of the Company, effectively
render the transaction a fait accompli.
Milberg’s investigation concerns the potential unfairness of the
consideration being provided to Crimson shareholders, and whether
approval of the merger was improperly motivated by post-closing
employment arrangements and other conflicts of interest.
Persons with relevant information, and Crimson shareholders with
questions about this investigation, are invited to contact our Firm
by calling 866.582.8140, or contacting the Milberg LLP attorneys
listed below.
Kent A. Bronson (212) 594-5300
kbronson@milberg.com
Gloria Kui Melwani (212) 594-5300
gmelwani@milberg.com
Attorney Advertising. Prior Results Do Not
Guarantee A Similar Outcome.
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