Robbins Geller Rudman & Dowd LLP Files Class Action Suit on Behalf of Stockholders of Kodiak Oil & Gas Corp.
October 20 2014 - 8:40PM
Business Wire
Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) today
announced that a class action has been commenced in the United
States District Court for the District of Colorado on behalf of
shareholders of Kodiak Oil & Gas Corp. (“Kodiak”) (NYSE:KOG)
who held shares on July 13, 2014, in connection with the proposed
acquisition of Kodiak by Whiting Petroleum Corporation
(“Whiting”).
If you wish to serve as lead plaintiff, you must move the Court
no later than 60 days from today. If you wish to discuss this
action or have any questions concerning this notice or your rights
or interests, please contact plaintiff’s counsel, Darren Robbins of
Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at
djr@rgrdlaw.com. Any member of the putative class may move the
Court to serve as lead plaintiff through counsel of their choice,
or may choose to do nothing and remain an absent class member.
The complaint charges Kodiak’s Board of Directors (the “Board”)
with violations of the federal securities laws in connection with
defendants’ efforts to complete the sale of Kodiak to Whiting
pursuant to an unfair process and for an unfair price (the
“Proposed Transaction”). The complaint also includes class and
derivative claims against defendants for breaches of fiduciary duty
and/or aiding and abetting.
On July 13, 2014, defendants announced that the Board had agreed
to sell Kodiak to Whiting for approximately $6 billion in Whiting
common stock. Pursuant to the parties’ Arrangement Agreement dated
July 13, 2014, Kodiak shareholders will receive 0.177 of a share of
Whiting common stock for each share of Kodiak stock they own. Based
on the closing price of Kodiak’s common shares of $14.23 per share
on July 11, 2014, the Proposed Transaction had an implied price of
$13.90 per share. If the Proposed Transaction is allowed to close,
Whiting shareholders will own approximately 71% and Kodiak
shareholders will own 29% of the combined company.
The complaint alleges that in an attempt to secure stockholder
support for the Proposed Transaction, on August 18, 2014, the Board
issued a Preliminary Proxy Statement on Schedule 14A (the “Proxy
Statement”) that contained materially false and misleading
information in violation of §§14(a) and 20(a) of the Securities
Exchange Act of 1934. The Proxy Statement, which recommends that
Kodiak stockholders vote their shares in favor of the Proposed
Transaction, prevents stockholders from being able to cast fully
informed votes by failing to disclose, among other things, the
following material information: (i) Kodiak’s strategic alternatives
and long-term strategic plan; (ii) the terms of the transactions
proposed by third parties that contacted the Company in early June
2014; (iii) details regarding the Board’s selection of financial
advisors; and (iv) the inputs and assumptions underlying the
valuation analyses performed by the parties’ financial advisors.
The omitted information is material to Kodiak stockholders’
decision on whether to vote to approve the Proposed Transaction
and/or whether to seek an appraisal of their shares.
Plaintiff seeks injunctive relief on behalf of stockholders who
held Kodiak shares on July 13, 2014. The plaintiff is represented
by Robbins Geller, which has expertise in prosecuting investor
class actions and extensive experience in actions involving
financial fraud.
Robbins Geller, with 200 lawyers in ten offices, represents U.S.
and international institutional investors in contingency-based
securities and corporate litigation. The firm has obtained many of
the largest securities class action recoveries in history,
including the largest jury verdict ever in a securities class
action. Please visit http://www.rgrdlaw.com for more
information.
Robbins Geller Rudman & Dowd LLPDarren Robbins800-449-4900
or 619-231-1058djr@rgrdlaw.com