We are investigating whether the directors of Ranger Oil Corporation (Nasdaq: ROCC) (“Ranger”) acted in the best interests of Ranger shareholders in approving the acquisition of Ranger by Baytex Energy Corp. (“Baytex”). Under the deal terms, Ranger shareholders will receive a fixed ratio of 7.49 Baytex shares plus $13.31/share in cash for each Ranger common share, for total consideration that Baytex has estimated as $44.36 per Ranger share.
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Why is there an investigation?
On February 28, 2023, Ranger announced that it had agreed to be acquired by Baytex for a fixed ratio of 7.49 Baytex shares plus $13.31/share in cash for each Ranger common share, for total consideration that Baytex has estimated as $44.36 per Ranger share. The agreement has been approved by the Ranger board of directors (“Board”).
“We are investigating whether Ranger’s Board acted in the best interests of Ranger shareholders in approving the sale,” explained Joshua Fruchter, a partner at Wohl & Fruchter. “This includes whether Ranger’s controlling shareholder, Juniper Capital Advisors, L.P., had interests in the transaction that differed from those of other Ranger shareholders, whether all material information regarding the transaction has been fully disclosed, and whether the deal price adequately compensates Ranger shareholders.
In particular, according to an analysis of Wall Street price targets for Ranger in the last 90 days published on Seeking Alpha, there is an average target price of $58.40 per share, and a high price target of $74.00 per share. Both are above the deal price, which indicates that Wall Street analysts think the deal consideration is too low.
Further, the share exchange ratio is fixed, which means the share portion of the consideration became less valuable to Ranger shareholders after the price of Baytex fell in trading on February 28, 2023, after the transaction was announced.