Investigation Overview
After Atlas Energy announced it has agreed to be taken over by Chevron Corp. investigations on behalf of investors concerning whether the offered price and sale process are unfair to ATLS investors and constitute breaches of fiduciary duties were announced.
The investigation by law firms concern whether Chevron Corp, Atlas Energy, Inc., and certain of its officers and directors breached their fiduciary duties owed to Atlas Energy, Inc. (NASDAQ:ATLS investors in connection with the proposed takeover. Pennsylvania based Atlas Energy, Inc., formerly Atlas America, Inc., is an independent developer and producer of natural gas and oil, with operations in the Appalachian Basin, the Michigan Basin and the Illinois Basin. On April 26, 2009 Natural gas companies Atlas America (NASDAQ: ATLS) and Atlas Energy Resources (NYSE: ATN) announced the takeover of Atlas Energy Resources by Atlas America under which Atlas Energy Resources LLC became a wholly owned subsidiary of Atlas America Inc., which changed its name to Atlas Energy Inc. On Tuesday, November 09, 2010, Atlas Energy, Inc. (NASDAQ: ATLS) announced that it has entered into an agreement to be acquired by Chevron Corporation (NYSE: CVX) in a transaction valuing Atlas Energy at $4.3 billion, including Atlas Energy's currently outstanding debt. Under the terms of the proposed transaction, Atlas Energy shareholders will receive consideration valued at $43.34 per share in total. Atlas Energy shareholders will receive $38.25 in cash for each outstanding share, and will also receive a pro-rata share of a distribution of over 41 million units of Atlas Pipeline Holdings, L.P. (NYSE: AHD). Atlas Energy said the offer represents a 37% premium to Atlas Energy's closing share price on November 8.
But the investigations by law firms concern whether the offered price undervalue Atlas Energy, Inc and the sale process are unfair to the shareholders of Atlas Energy, Inc. (Public, NASDAQ:ATLS). The investigations said analysts have set a mean target price target for ATLS shares at $45.33 and at least one analyst has assigned a target price of $64.00 per share for Atlas Energy stock
In addition Atlas Energys 12 months Total Revenue went from $749.31million in 2006 to $1,587million in 2009. For the first two quarters in 2010 Atlas Energy, Inc. reported quarterly Total Revenue of $428.96million and $383.44million. For the second quarter Atlas Energy, Inc. announced Net Income of $175.85million.
Therefore the investigations concern whether the Atlas Energy, Inc. Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Atlas Energy, Inc. (NASDAQ:ATLS) and breached their fiduciary duties to Atlas Energy (NASDAQ:ATLS) shareholder by failing to adequately shop the Company before entering into any transaction.