Investigation Overview
April 25, 2012 (Shareholders Foundation) -- An investigation on behalf of investors in NASDAQ:GEOI shares concerning whether the offer by Halcn Resources to merge with GeoResources, Inc. at a value of approximately $37.97 per share and the takeover process are unfair to investors in GeoResources, Inc. was announced.
The investigations by law firms concern whether certain officers and directors of GeoResources, Inc breached their fiduciary duties owed to NASDAQ:GEOI investors in connection with the proposed acquisition.
On Wednesday, April 25, 2012, Halcn Resources Corporation (NYSE: HK) and GeoResources, Inc. (NASDAQ: GEOI) announced that they have entered into a merger agreement in which GeoResources will merge into a wholly-owned subsidiary of Halcn Resources in a cash and stock transaction that values GeoResources at approximately $1.0 billion, based on the closing price of Halcn Resources common stock on April 24, 2012.
Under the terms of the propose d transaction, Halcn Resources will acquire all outstanding shares of GeoResources common stock. GeoResources stockholders will receive $20.00 in cash and 1.932 shares of Halcn Resources common stock for each share of GeoResources common stock they hold, representing consideration to GeoResources stockholders of $37.97 per share based on the closing price of Halcn Resources common stock on April 24, 2012.
Following the takeover news NASDAQ:GEOI stocks jumped from $30.77 on Tuesday to $37.10 during Wednesday.
However, at least one analyst has set the high target price at $43.00 per share. Furthermore, GeoResources financial performance increased in recent years. It reported that its annual Revenue rose from $81million in 2009 to $137.75million in 2011 and its Net Income increased from $9.78million to $31.34million respectively.
Therefore the investigation for GeoResources, Inc. investors concerns whether the proposed transaction is unfair to NASDAQ:GEOI stockholders. Specifically, the investigation focuses on whether the GeoResources Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.