Milberg Announces Investigation of Conflicts of Interest And Unfair Low Price In The Proposed Crimso
May 9th 2013 6:02PM
Updated May 9th 2013 7:00PM
Milberg Announces Investigation of Conflicts of Interest And Unfair Low Price In The Proposed Crimson Exploration Inc. Transaction
NEW YORK--(BUSINESS WIRE)-- Milberg LLP is currently investigating the proposed acquisition of Crimson Exploration, Inc. (Crimson) (NAS: 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|
|Gloria Kui Melwani|
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