According to the Complaint, Stone Energy operates as an independent oil and gas company. The Company acquires, explores, develops, and operates oil and gas properties onshore and offshore in the Gulf Coast Basin.
On November 21, 2017, Stone and Talos issued a joint release announcing the entry into a Transaction Agreement (the “Transaction Agreement”) by and among the Company, Talos, Sailfish Energy Holdings Corporation (“New Talos”), Sailfish Merger Sub Corporation (“Merger Sub”), and Talos Production LLC, pursuant to which Talos and the Company will both become wholly owned subsidiaries of a new holding company, Talos Energy, Inc. (“Talos Energy”), which at closing will become a publicly traded entity. Pursuant to the terms of the Transaction
Agreement, Stone’s public common stockholders will receive one share of New Talos in exchange for each share of Stone they own (the “Merger Consideration”). The Proposed Transaction is valued at approximately $2 billion.
The Complaint alleges that on December 29, 2017, in order to convince Stone’s stockholders to vote in favor of the Proposed Transaction, Defendants authorized the filing of a materially incomplete and misleading Form S-4 Registration Statement (the “S-4”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act.