April 3, 2017 (Shareholders Foundation) - An investor who currently holds shares of Clayton Williams Energy, Inc. (NYSE:CWEI), filed a lawsuit in effort to halt the proposed takeover of Clayton Williams Energy, Inc. by Noble Energy, Inc for $34.75 per share.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:CWEI stockholders by agreeing to sell Clayton Williams Energy, Inc. too cheaply via an unfair process to Integra Noble Energy, Inc.

On January 16, 2017 Noble Energy, Inc. (NYSE:NBL) and Clayton Williams Energy, Inc. (NYSE:CWEI) announced that the Boards of Directors of both companies have approved and the companies have executed an agreement under which Noble Energy will acquire all of the outstanding common stock of Clayton Williams Energy, Inc. for $2.7 billion in Noble Energy stock and cash. Under the terms of the transaction Clayton Williams Energy, Inc. shareholders will receive 2.7874 shares of Noble Energy common stock and $34.75 in cash for each share of common stock held. Based on Noble Energy's closing stock price as of January 13, 2017, Clayton Williams Energy, Inc shareholders will receive a value of approximately $139 per NYSE:CWEI share.

However, plaintiff claims that the proposed consideration NYSE:CWEI shareholders will receive is grossly inadequate and undervalues Clayton Williams Energy, Inc. Indeed, NYSE:CWEI shares rose after the takeover announcement to as high as $149.00 per share on January 19, 2017, the investigation concerns whether the offer is unfair to NYSE:CWEI stockholders. In addition, the plaintiff alleges that the process is also unfair NYSE:CWEI stockholders. Indeed, funds managed by Ares Management, L.P., which owned approximately 35% of the outstanding shares of Clayton Williams Energy as of December 31, 2016, have already entered into a support agreement to vote in favor of the transaction.