MONSEY, N.Y., May 16, 2024 (GLOBE NEWSWIRE) — The law firm of Wohl & Fruchter LLP is investigating the proposed merger of SilverBow Resources, Inc. (NYSE: SBOW) (“SilverBow”) with Crescent Energy Company (“Crescent”) in a cash and stock transaction under which SilverBow shareholders will receive 3.125 shares of Crescent Class A common stock for each share of SilverBow common stock, with the option to elect to receive all or a portion of the proceeds in cash at a value of $38.00 per share, subject to possible pro ration with a maximum total cash consideration for the transaction of $400 million.
Notably, the announcement of the proposed merger follows the launch of a proxy contest by Kimmeridge Energy Management (“Kimmeridge”), an alternative asset manager focused on the energy sector that is presently SilverBow’s largest shareholder (with a 12.9% stake).
If you remain a SilverBow shareholder and have concerns about the transaction, you may contact our firm at the following link to discuss your legal rights at no charge:
Alternatively, you may contact us by phone at 866-833-6245, or via email at alerts@wohlfruchter.com.
Why is there an investigation?
On May 16, 2024, SilverBow announced that it had agreed to merge with Crescent in a cash and stock transaction under which SilverBow shareholders will receive 3.125 shares of Crescent Class A common stock for each share of SilverBow common stock, with the option to elect to receive all or a portion of the proceeds in cash at a value of $38.00 per share, subject to possible pro ration with a maximum total cash consideration for the transaction of $400 million.
Notably, the announcement coincides with an ongoing feud between SilverBow and Kimmeridge, an alternative asset manager focused on the energy sector that is presently SilverBow’s largest shareholder (with a 12.9% stake), and had previously proposed its own transaction with SilverBow (which proposal was withdrawn in April 2024).
Kimmeridge recently launched a proxy contest soliciting SilverBow shareholders to vote for three directors nominated by Kimmeridge to serve on the SilverBow Board of Directors.
“We are investigating whether the SilverBow Board of Directors acted in the best interests of SilverBow shareholders in approving the merger.” explained Joshua Fruchter, a founding partner of Wohl & Fruchter. “This includes the extent to which the sale was motivated by the activist pressure exerted by Kimmeridge, as well as whether the consideration agreed upon is fair to SilverBow shareholders, and whether all material information regarding the transaction has been fully disclosed.”
According to TipRanks, the $38.00 per share offered to SilverBow shareholders opting for payment in cash is below the price target of:
- $47.00 per share of Neal Dingmann of Truist Financial
- $45.00 per share of Nitin Kumar of Mizuho Securities
- $41.00 per share of Leo Mariani of Roth MKM
About Wohl & Fruchter
Wohl & Fruchter LLP has for over a decade been representing investors in litigation arising from fraud and other corporate misconduct, and recovered hundreds of millions of dollars in damages for investors. Please visit our website, www.wohlfruchter.com, to learn more about our Firm, or contact one of our partners.
Contact:
Wohl & Fruchter LLP
Joshua E. Fruchter
Toll Free 866.833.6245
alerts@wohlfruchter.com
www.wohlfruchter.com
