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If you are currently an investor in shares of Boots & Coots, Inc. (AMEX:WEL), and purchased the shares before April 09, 2010, and / or have additional information relating to the investigation, you should contact the Shareholders Foundation, Inc. by email at mail@shareholdersfoundation.com or call +1 (858) 779 – 1554.
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To have your information reviewed for options and to receive notifications about this case, please send an email to mail@shareholdersfoundation.com, or call us at (858) 779-1554.
Lawsuit Overview
Two angry Boots & Coots, Inc. investors filed a lawsuit in Texas State Court on behalf of current investors of Boots & Coots, Inc. (AMEX:WEL), who purchased WEL shares before April 09, 2010, alleging breaches of fiduciary duty by members of the WEL board of directors for selling Boots & Coots too cheaply to Halliburton, for $3 a share.
Boots & Coots Inc., formerly Boots & Coots International Well Control, Inc., provides a suite of integrated pressure control and related services to onshore and offshore oil and gas exploration and development companies principally in North America, Asia, North Africa, South America, West Africa and the Middle East. According to the complaint the plaintiffs allege breaches of fiduciary duty and other violations of state law by the Board of Directors of Boots & Coots arising out of their attempt to sell Boots & Coots, Inc. (AMEX:WEL) to Halliburton Company.
On April 09, 2010, Halliburton Company (NYSE: HAL) and Boots & Coots, Inc. (NYSE Amex: WEL) announced that Halliburton has entered into a definitive merger agreement to acquire all of the outstanding stock of Boots & Coots in a stock and cash transaction. Under the merger agreement, Boots & Coots stockholders (WEL) will receive approximately $3.00 per WEL share they hold, comprised of $1.73 in cash and $1.27 in Halliburton (HAL) common stock. The Boards of Directors of both Halliburton and Boots & Coots have approved the transaction.
But the plaintiffs allege, among other things, an unfair process and an unfair price.
Shares of Boots & Coots, Inc. (WEL) traded after the announcement at $2.94 per share, and at $2.40 per share the trading day before the news. But WEL shares reached over $3 per share in 2007 and the plaintiffs argue that at least two Wall Street analysts had price targets of $3.50 and $3.20 per share, before the proposed transaction, was announced. According to the complaint the plaintiffs allege that takeover agreement includes preclusive deal protection provisions that restrain the Boots&Coots, Inc’s ability to solicit or engage in negotiations with any third party because the merger agreement includes a termination fee of $10 million and a no solicitation provision barring the board and any company personal from attempting to procure a price in excess of the amount offered by Halliburton.