According to the Complaint, on January 16, 2017, Noble and CWEI jointly announced that they had reached a
definitive Agreement and Plan of Merger (“Merger Agreement”) under which Noble will acquire all of the outstanding common stock of Clayton for $2.7 billion in Noble stock and cash. According to the Company, the value of the transaction based on Noble’s closing stock price as of January 13, 2017, is approximately $139 per CWEI share, or $3.2 billion in the aggregate, including the assumption of approximately $500 million in net debt (the “Merger Consideration”).
The Complaint alleges To ensure the success of the Proposed Merger, the Board issued the S-4, which fails to provide shareholders with all material information necessary for them to assess the fairness of the Merger Consideration. In particular, the S-4 fails to disclose: (1) certain material projections for CWEI, including a reconciliation of the non-GAAP (generally accepted accounting principles) projections to the most directly comparable GAAP measures and the line items used to calculate the non-GAAP measures, (2) a fair summary of the financial analyses performed by Goldman, and (3) the terms of certain confidentiality agreements entered into
during the sale process.