Mariner Energy, Inc.
Ticker Symbol:
NYSE: ME
Practice:
Securities Fraud & Shareholder Litigation
Phase:
Settled / Closed Chimicles & Tikellis, LLP, on behalf of Plaintiff, Southeastern Pennsylvania Transportation Authority, filed this Action on April 21, 2010 challenging the then-proposed Merger Agreement pursuant to which Apache Corporation (“Apache”) acquired Mariner Energy, Inc. (“Mariner” or the “Company”) in a cash and stock transaction for $26 per share in cash (30%) and Apache stock (70%) (the “Merger”). The essence of the claims was that Mariner was hastily sold in one week to management’s favored bidder, Apache, for a price substantially below management’s own contemporaneous valuation of the Company. Plaintiff alleged that when Apache approached Mariner management in April, 2010, another party (“Company A”) had displayed significant interest in acquiring Mariner and was already underway conducting due diligence for the purpose of making a bid for Mariner, and that Mariner senior management unfairly tilted the process in favor of Apache including by informing Apache about Company A and expected date of the other bid, but not informing the Company A about Apache or Apache’s timing of a bid. Plaintiff further alleged that Mariner’s management was handsomely rewarded with Apache’s agreement to pay approximately $12.4 million for certain unvested stock that was subject to unsatisfied stock price conditions and thus to forfeiture on a change of control. Plaintiff also challenged the Company’s disclosures relating to the sale process and valuation analyses of the Company’s financial advisor, Credit Suisse.
After extensive negotiations during ongoing expedited proceedings in July 2010, the parties reached an agreement in principle to settle the claims on August 1, 2010. The Settlement, which was approved by the Court of Chancery on March 14, 2011, achieved an unprecedented result. Defendants agreed to reform the Merger Agreement to eliminate completely the $67 million termination fee payable to Apache (and thus by a topping bidder) in the event a better offer for Mariner emerged during the substantial period remaining prior to the stockholder vote. The litigation also secured substantial additional disclosures to the Mariner stockholders for their decisions whether to approve the Merger Agreement or seek appraisal, and an agreement by Defendants concerning the non-dilution of appraisal rights as a result of the vesting of the Plan Shares.
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.
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 |
|---|---|
| Stipulation of Settlement | 779.84 KB |
| Order and Final Judgment | 50.26 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