Investigation Overview
Investigation on behalf of current investors BJ Services Company (Public, NYSE:BJS), who purchased the shares before August 31, 2009, over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price were announced.
The investigations by law firms focus on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of BJ Services Company (Public, NYSE:BJS) arising out of their attempt to sell BJ Services Company to Baker Hughes Inc. Baker Hughes Incorporated (NYSE: BHI) and BJ Services Company (NYSE: BJS) announced on August 31, 2009 that their Boards of Directors have approved a definitive merger agreement, which represents a transaction value of $5.5 billion for BJ Services based on closing stock prices on August 28, 2009. According to Baker Hughes the agreement represents a premium to BJ Services stockholders of 16.3% over the closing price of BJ Services stock on August 28, 2009 and under the agreement, BJ Services stockholders will receive 0.40035 shares of Baker Hughes and cash of $2.69 in exchange for each share of BJ Services common stock. Based on the closing price of Baker Hughes stock the day prior to the announcement, the transaction values BJ Services shares at approximately $17.93 per share.
But according to an investigation by a law firm the transaction appears to be unfair to current investors of BJ Services Company (Public, NYSE:BJS) by failing to conduct an open and fair auction process for the Company and the offer to purchase BJ Services appears opportunistically timed to take advantage of the current economic downturn. According to another investigation the investigation concerns whether the BJ Services Board of Directors breached their fiduciary duties to BJ Services shareholders given that the Company's shares traded at a 52-week high of over $28.00 per share and at least one analyst has set a $32 price target for BJ Services stock.
BJ Services Company, located in Houston, TX is a provider of pressure pumping and oilfield services for the petroleum industry. Pressure pumping services consist of cementing and stimulation services used in the completion of new oil and natural gas wells and in remedial work on existing wells, both onshore and offshore. Oilfield services include casing and tubular services; precommissioning, maintenance and turnaround services in the pipeline and process business, including pipeline inspection; chemical services; completion tools, and completion fluids. BJ Services Company reported in 2007 (ending on September 30, 2007) Total Revenue of $1.46979billion with a Net Income of $753.64million and in 2008 (ending on September 30, 2008) Total Revenue of $5.42626billion with a Net Income of $609.37million. Shares of BJ Services Company (Public, NYSE:BJS) traded at $ 16.90 per share after the announcement and at $15.40 per share before the announcement. BJ Services Company shares (NYSE:BJS) traded over $30 in 2008 and over $40 per share in 2006.