Mar. 11, 2013 (Shareholders Foundation) -- An investor in NYSE:BRY shares filed a lawsuit in Colorado in effort to stop the proposed takeover of Berry Petroleum Company by LINN Energy, LLC and LinnCo, LLC at a value of approximately $46.2375 per NYSE:BRY share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:BRY stockholders by agreeing to sell the company too cheaply via an unfair process.

On February 21, 2013 LINN Energy, LLC (Nasdaq:LINE), LinnCo, LLC (Nasdaq:LNCO) and Berry Petroleum Company (NYSE:BRY) announced the signing of a merger agreement pursuant to which LINN Energy and LinnCo will acquire all of Berry Petroleum’s outstanding shares for total consideration of $4.3 billion, including the assumption of debt. Under the terms of the agreement, LinnCo has agreed to issue 1.25 common shares for each common share of Berry Petroleum Company outstanding prior to the merger. The consideration to be received by Berry Petroleum shareholders is valued at $46.2375 per NYSE:BRY share based on LinnCo's closing price as of February 20, 2013.

However, the plaintiff claims that the current offer is too low as it significantly undervalues the company and its stock. Indeed, at least one analyst has set the high target price for NYSE:BRY shares at $50.00 per share and NYSE:BRY shares traded in February 2012 as high as $55.74 per share.

Furthermore, the plaintiff alleges that the proposed transaction is a hopelessly flawed process that favors Berry Petroleum’s largest shareholders, Winberta Holdings Ltd, and its top leadership without maximizing non-insider shareholder value. In addition, the plaintiff say the proposed transaction contains preclusive deal protection devices, such as a non-solicitation, a matching rights, and a $83.7 million termination fee.