Lawsuit Overview
At least two investors in After Atlas Energy filed lawsuits against members of the board of directors of Atlas Energy over allegedly breaching their fiduciary duties by their attempt to sell Atlas Energy too cheaply to Chevron Corp.
According to the lawsuits the plaintiffs alleges that 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) had 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 plaintiffs allege that the offer undervalues Atlas Energy and is unfair to ATLS investors. The merger agreement contains a $97million termination fee and no-solicitation provision, which prevents the company from seeking a better offer for its investors. 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 Energy’s 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.