Investigation Overview
Just hours after EXCO Resources announced its CEO proposed to acquire EXCO Resources for $20.50 per share investigations on behalf of investors of EXCO Resources, Inc. (NYSE:XCO) over possible breaches of fiduciary duties by the EXCO Resources CEO and certain directors and officers at EXCO Resources in connection with the buy-out were announced.
The investigations by law firms concern whether EXCO Resources, Inc, its CEO and Chairman, and certain of its directors and officers breached or will breach their fiduciary duties owed to EXCO Resources, Inc. (NYSE:XCO) investors in connection with the proposed takeover.
On Monday, Nov. 1, 2010. EXCO Resources, Inc (NYSE: XCO) announced that its Chairman and Chief Executive Officer, Douglas H. Miller, has submitted to the Board of Directors a proposal to purchase all of the outstanding shares of stock of the Company not already owned by Mr. Miller for a cash purchase price of $20.50 per share. According to CEO Miller the offer represents a premium of 38% over Oct. 29's closing price of the EXCO Resources common shares. EXCO Resources, Inc. shares (EXCO) closed on Friday at $14.83 per share and increased in response to the announcement to $20.25 per share.
But even though EXCO shares traded recently at roughly $15 and at $19 per share in June, EXCO shares traded as early as April over $20.50 per share, in February at $20.85 per share and in January over $22 per share. Additionally at least one analyst set a price target for EXCO stock at $29.00 per share.
The investigations by law firms concern whether offered price and the sale process are unfair to the shareholders of EXCO Resources, Inc. (NYSE:XCO).
EXCO Resources 12months total revenue went from $367.37million in 2006 to $585,84million in 2009. EXCO Resources reported for the first two quarters 2010 $130.99million, respectively $118.34million in Total Revenue. EXCO Resources reported in the first quarter 2010 $115.57million Net Income and for the second quarter $564.31million.
In addition CEO Miller currently owns approx. 2.15% of EXCO's shares, but he admitted that he already engaged in discussions with other significant shareholders that own approx. 27.5% of EXCO's shares to participate with him in an acquisition of EXCO.
Therefore the investigations concern whether the EXCO Resources Board of Directors undertake an adequate and fair sales process to obtain fair consideration for all shareholders of EXCO Resources, Inc. (NYSE:XCO) and breach their fiduciary duties to EXCO (XCO) shareholder by failing to adequately shop the Company before entering into a transaction with Mr. Miller.