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Case Status:    DISMISSED    
On or around 05/24/2017 (Court's order of dismissal)

Filing Date: March 22, 2017

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.

This case was voluntarily dismissed on May 24, 2017.


Sector: Energy
Industry: Oil & Gas Operations
Headquarters: United States


Ticker Symbol: CWEI
Company Market: New York SE
Market Status: Public (Listed)

About the Company & Securities Data

"Company" information provides the industry and sector classification and headquarters state for the primary company-defendant in the litigation. In general, "Securities" information provides the ticker symbol, market, and market status for the underlying securities at issue in the litigation.

In most cases, the primary company-defendant actually issued the securities that are the subject of the litigation, and the securities information and company information relate to the same entity. In a small subset of cases, however, the primary company-defendant is not the issuer (for example, cases against third party brokers/dealers), and the securities information and company information do not relate to the same entity.
COURT: D. Delaware
DOCKET #: 17-CV-00312
DATE FILED: 03/22/2017
CLASS PERIOD END: 03/22/2017
  1. Faruqi & Faruqi LLP (New York)
  2. Monteverde & Associates PC
No Document Title Filing Date
—Reference Complaint Complaint Related Data is not available
—Related District Court Filings Data is not available