Clayton Williams Energy, Inc. ("CWEI") and its subsidiaries explore for and produce oil and natural gas, primarily in Texas.

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 CWEI 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 that 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.

On April 3, 2017, the Court issued an Order consolidating cases. This case was voluntarily dismissed on May 24.