According to the Complaint, Keane is one of the largest pure-play providers of integrated well completion services in the U.S., with a focus on complex, technically demanding completion solutions. With approximately 1.4 million hydraulic horsepower spread across 29 hydraulic fracturing fleets, 34 wireline trucks, 24 cementing pumps and other ancillary assets, Keane operates in the most active unconventional oil and natural gas basins in the U.S., including the Permian Basin, the Marcellus Shale/Utica Shale, the Eagle Ford Formation and the Bakken
This is a stockholder class action brought by Plaintiff on behalf of himself and all other public stockholders of Keane Group, Inc. against Keane and the members of Keane’s Board of Directors for their violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 in connection with the proposed merger of Keane with C&J Energy Services, Inc.
On June 17, 2019, Keane and C&J issued a joint press release announcing that they had entered into an Agreement and Plan of Merger dated June 16, 2019. Under the terms of the Merger Agreement, each issued and outstanding share of C&J common stock will be converted into the right to receive 1.6149 shares of Keane common stock. Upon completion of the Proposed Transaction, Keane and C&J stockholders will each own approximately 50% of the combined company.
On July 16, 2019, Keane and C&J filed a joint proxy statement/prospectus on Form S-4 with the SEC. The Complaint alleges that the Registration Statement, which recommends that Keane stockholders vote in favor of the issuance of Keane common stock pursuant to the terms of the Merger Agreement, omits or misrepresents material information concerning, among other things: (i) C&J’s and Keane’s financial projections, relied upon by the Company’s and the special committee of the Board’s respective financial advisors, in their financial analyses; (ii) the data and inputs underlying the financial valuation analyses that support the fairness opinions provided by the respective financial advisors; (iii) the background of the Proposed transaction; and (iv) potential conflicts of interest faced by the financial advisors.