We are 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 to discuss your legal rights at no charge by completing and submitting the form below.
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shareholder (with a 12.9% stake), and had previously proposed its own transaction with SilverBow (which proposal was withdrawn in April 2024).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