SAN DIEGO and HOUSTON, May 1, 2013 /PRNewswire/ -- Shareholder rights attorneys at Robbins Arroyo LLP are investigating the acquisition of Crimson Exploration Inc. (NASDAQ GM: CXPO) by Contango Oil & Gas Company (NYSE MKT: MCF). On April 30, 2013, the two companies announced the signing of a definitive merger agreement whereby Crimson shareholders will receive 0.08288 shares of Contango common stock for each Crimson share, or $3.19.
The Board of Director's Actions May Prevent Crimson Shareholders from Receiving Maximum Value for Their Stock
Robbins Arroyo LLP's investigation focuses on whether the board of directors at Crimson is undertaking a fair process to obtain maximum value and adequately compensate its shareholders in the merger or whether they are seeking to benefit themselves.The $3.19 merger consideration represents a premium of only 7.7% based on Crimson's closing price on April 29, 2013, the last trading day prior to the merger announcement. The 7.7% premium is substantially below the average premium of 27.75% for comparable transactions over the past three years. Further, the $3.19 offer price is substantially below the target price set by seven different analysts, including a price of $7.00 set by KLR group on July 25, 2012, and a price of $6.00 set by MLV and Co. on July 23, 2012. Moreover, Crimson stock has traded above the offer price as recently as April 15, 2013, trading as high as $3.47.
Is the Acquisition Best for Crimson and Its Shareholders? On March 15, 2013, Crimson released its 2012 financial results and operations update reflecting significant progress toward its planned transition toward achieving a balanced profile of natural gas, crude oil, and natural gas liquids. Specifically, the company reported an increase in total liquids production to 45% of total production, compared to 30% in 2011. In addition, Crimson reported year-end reserves of crude oil and natural gas liquids of 47%, an increase of 66% and 18%, respectively. Given these facts, the firm is examining the board of directors' decision to sell Crimson now rather than allow shareholders to continue to participate in the company's continued success and future growth prospects.