UPDATE
On February 16, 2024, Callon filed a definitive proxy statement (“Proxy”) under Section 14(a) of the Securities Exchange Act of 1934, scheduling a vote on the proposed merger with APA for March 27, 2024.
“We are investigating whether the Proxy fully discloses all material facts concerning the proposed merger.” explained Joshua Fruchter, a founding partner of Wohl & Fruchter. “This includes the compensation and potential conflicts of all of Callon’s financial advisors, the premium of a proposal submitted by a rival bidder (Company D), and discrepancies concerning synergy estimates.”
ORIGINAL ANNOUNCEMENT
We are investigating the fairness of the proposed merger of Callon Petroleum Company (NYSE: CPE) (“Callon”) with APA Corp. (“APA”) in an all-stock transaction that values Callon at approximately $38.31 per share, which is below the average price target on Wall Street for Callon stock of $43.10 per share.
If you remain a Callon shareholder and have concerns about the fairness of the price, you may contact our firm to discuss your legal rights at no charge by completing and submitting the form below.
Why is there an investigation?
On January 4, 2024, Callon announced that it had agreed to merge with APA in an all-stock transaction under which each Callon common share will be exchanged for a fixed ratio of 1.0425 shares of APA common stock. The exchange values Callon at approximately $38.31 per share based on APA’s closing price on January 3, 2024.
“We are investigating whether the Callon Board of Directors acted in the best interests of Callon shareholders in approving the sale,” explained Joshua Fruchter, a founding partner of Wohl & Fruchter. “This includes whether the price agreed upon is fair to Callon shareholders, and whether all material information regarding the transaction has been fully disclosed.”
Notably, according to TipRanks, the implied deal price of $38.31 per Callon share is below the average price target for Callon on Wall Street of $43.10 per share, and just barely above the lowest price target of $38.00 per share. This indicates that virtually all Wall Street analysts think the implied deal price is too low.
Further, several Callon shareholders publishing to SeekingAlpha have expressed disappointment with the deal price, with one Callon investor with the screenname “whitehead1” commenting that this is a “bad deal for CPE shareholders,” and another Callon investor with screenname “cwaddle” responding that “CPE should have been given [an] even bigger premium.”