Newman Ferrara LLP Announces Investigation of Crimson Exploration Inc.
Newman Ferrara LLP has begun an investigation into potential claims
against the board of directors of Crimson Exploration Inc. (“Crimson”)
(Nasdaq: CXPO) concerning its proposed merger agreement with Contango
Oil & Gas Company (“Contango”) (NYSE MLT: MCF).
Crimson announced that it has entered into an agreement and plan of
merger to be acquired by Contango in an all-stock transaction. Under the
merger agreement, Crimson shareholders will receive 0.08288 shares of
Contango stock for each share of Crimson stock owned. Based on
Contango’s closing stock price on April 29, 2013, the proposed merger
would provide implied value to Crimson shareholders of only $3.19 per
share of Crimson stock owned. However, Crimson stock has traded at above
that implied offer price as recently as April 15, 2013, when Crimson
stock reached $3.47 per share.
Crimson’s Board of Directors has unanimously approved the merger
agreement. At the same time, Crimson’s senior management has negotiated
new employment contracts for themselves with Contango, should the
proposed merger be completed. Specifically, it was negotiated that Allan
D. Keel will be appointed President and Chief Executive Officer of the
combined company and E. Joseph Grady will be appointed Senior Vice
President and Chief Financial Officer of the combined company.
Newman Ferrara’s investigation concerns whether Crimson’s Board of
Directors has breached its fiduciary duties to act in the best interests
of Crimson shareholders. The investigation focuses on the potential
unfairness of the consideration being provided to Crimson shareholders
and the process by which Crimson’s Board of Directors considered and
approved the proposed deal.
Concerned investors may contact Newman Ferrara attorney Roy Shimon at
(212) 619-5400 or rshimon@nfllp.com
to discuss this investigation, their rights, or potential remedies.
Newman Ferrara maintains a multifaceted practice based in New York City
with attorneys specializing in complex commercial and multi-party
litigation, securities fraud and shareholder litigation, consumer
protection, civil rights, and real estate. For more information, please
visit the firm website at www.nfllp.com.