Mariner Energy, Inc.
Ticker Symbol:
NYSE: ME
Practice:
Securities Fraud & Shareholder Litigation
Phase:
Current On April 21, 2010, Chimicles & Tikellis LLP filed a class action lawsuit (the “Complaint”) in the Court of Chancery against Mariner Energy, Inc. (“Mariner” or the “Company”), the members of its Board of Directors, Apache Corporation (“Apache”) and ZMZ Acquisitions LLC, asserting claims for breaches of fiduciary duty against the directors of Mariner Energy, and claims for aiding and abetting the breaches against Apache and certain of its affiliates, in connection with the proposed merger of Mariner Energy and Apache (the “Merger”). Under the terms of the Merger Agreement, Mariner stockholders will receive Apache common stock and cash valued at $26.22 per share or approximately $2.7 billion.
The Complaint alleges the Merger represents an extraordinary breakdown in the exercise of fiduciary duties by the members of Mariner’s Board. Approximately three weeks prior to the announcement of the Merger (and reiterated the day before the Merger Agreement), Mariner’s management stated its belief that the equity of the Company is worth between$43.19 and $60.42 per share. As alleged in the Complaint, in making the “Case for Mariner Energy,” management stated the Company’s stock was trading at a deep discount, 27% - 37% of the Company’s true value. Then, after Mariner’s CEO received an unsolicited offer from Apache’s CEO, a two-week process ensued after which Mariner agreed to sell itself to Apache for $26.22, a fraction of the value of Mariner.
The Complaint, among other things, seeks to enjoin the sale of the Company, including the vote of stockholders, or to rescind the Merger in the event of its consummation. On April 28, 2010, Plaintiff filed a Motion for Expedited Proceedings which sought an injunction, hearing and discovery prior to any stockholder vote. Plaintiff has since filed amended pleadings challenging disclosures made in the Proxy materials and certain compensation Mariner executives will receive in the merger, if consummated. The Court has scheduled a hearing on Plaintiffs' Motion for Preliminary Injunction for August 25, 2010. Discovery is underway.
If you wish to discuss this Action further, have any questions concerning your rights or interests or need additional information on this Action please contact the attorneys below.
The Complaint alleges the Merger represents an extraordinary breakdown in the exercise of fiduciary duties by the members of Mariner’s Board. Approximately three weeks prior to the announcement of the Merger (and reiterated the day before the Merger Agreement), Mariner’s management stated its belief that the equity of the Company is worth between$43.19 and $60.42 per share. As alleged in the Complaint, in making the “Case for Mariner Energy,” management stated the Company’s stock was trading at a deep discount, 27% - 37% of the Company’s true value. Then, after Mariner’s CEO received an unsolicited offer from Apache’s CEO, a two-week process ensued after which Mariner agreed to sell itself to Apache for $26.22, a fraction of the value of Mariner.
The Complaint, among other things, seeks to enjoin the sale of the Company, including the vote of stockholders, or to rescind the Merger in the event of its consummation. On April 28, 2010, Plaintiff filed a Motion for Expedited Proceedings which sought an injunction, hearing and discovery prior to any stockholder vote. Plaintiff has since filed amended pleadings challenging disclosures made in the Proxy materials and certain compensation Mariner executives will receive in the merger, if consummated. The Court has scheduled a hearing on Plaintiffs' Motion for Preliminary Injunction for August 25, 2010. Discovery is underway.
If you wish to discuss this Action further, have any questions concerning your rights or interests or need additional information on this Action please contact the attorneys below.
| Attachment | Size |
|---|---|
| Class Action Complaint | 129.64 KB |
Attorneys to Contact:
Pamela S. Tikellis (PamelaTikellis@chimicles.com)
Robert J. Kriner, Jr. (RobertKriner@chimicles.com)
A. Zachary Naylor (ZN@chimicles.com)
P.O. Box 1035, 222 Delaware Ave, Suite 1100, Wilmington, DE 19801 Phone: 302-656-2500