We are investigating the fairness of the proposed sale of Civitas Resources Inc. (NYSE: CIVI) (“Civitas”) to SM Energy Company (NYSE: SM) pursuant to which Civitas shareholders will receive 1.45 SM shares for each Civitas share held at closing, for an implied sale price of $30.29 per share, based on the closing price of SM as of October 31, 2025.
The stock price of SM, however, has fallen since the deal was announced, thus reducing the value of the consideration to Civitas stockholders.
Moreover, the implied sale price of $30.29 per share is well below the price targets for Civitas of multiple Wall Street analysts, as per the list below (source: TipRanks).
Finally, the implied sale price is well below Civitas’s 52-week high of $55.35 per share, which suggests an opportunistic purchase.
If you remain a Civitas shareholder and have concerns about the fairness of the proposed merger, 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 November 3, 2025, Civitas announced that it had agreed to be sold to SM Energy in a transaction pursuant to which Civitas shareholders will receive 1.45 SM shares for each Civitas share held at closing, for an implied sale price of $30.29 per share, based on the closing price of SM as of October 31, 2025.
The stock price of SM, however, has fallen since the deal was announced, thus reducing the value of the consideration to Civitas stockholders.
Moreover, the implied sale price of $30.29 per share is well below the price targets for Civitas of multiple Wall Street analysts (source: TipRanks), including:
- Mark Lear of Piper Sandler ($47.00 per share)
- William Janela of Mizuho Securities ($45.00 per share)
- Scott Hanold of RBC Capital ($40.00 per share)
- Devin McDermott of Morgan Stanley ($39.00 per share)
- Josh Silverstein of UBS ($38.00 per share)
Finally, the implied sale price is well below Civitas’s 52-week high of $55.35 per share, which suggests an opportunistic purchase.
“We are investigating whether the Civitas Board of Directors acted in the best interests of Civitas shareholders in approving the merger,” explained Joshua Fruchter, a founding partner of Wohl & Fruchter. “This includes whether the exchange ratio agreed upon is fair to Civitas shareholders, and whether all material information regarding the transaction has been fully disclosed.”