Investigation Overview
An investigation on behalf of investors, who currently hold shares of Isramco, Inc. (NASDAQ: ISRL), was announced concerning whether the takeover of Isramco, Inc. is unfair to NASDAQ: ISRL stockholders.
The investigation by a law firm concerns whether certain officers and directors of Isramco, Inc. breached their fiduciary duties owed to NASDAQ: ISRL investors in connection with the proposed acquisition.
Houston, TX based Isramco, Inc., an independent oil and natural gas company, engages in the exploration, development, and production of oil and natural gas properties located onshore in the United States and offshore Israel..
On May 20, 2019, Isramco, Inc. (NASDAQ CM: ISRL) announced that it has signed a merger agreement with Naphtha Israel Petroleum Corporation Ltd. (Naphtha), Naphtha Holding Ltd. (NHL), I.O.C. Israel Oil Company, LTD. (IOC) and Naphtha US Oil, Inc. (each a wholly owned subsidiary of Naphtha, and, together with Naphtha, the Naphtha Group), pursuant to which the Naphtha Group will acquire all of the common stock of Isramco issued and outstanding immediately prior to the effective time of the merger. The holders of the Companys outstanding shares of common stock will receive US $121.40 per share in cash, other than (i) the shares owned by NHL or IOC, (ii) the shares held by Isramco as treasury stock and (iii) the shares in respect of which appraisal rights have been properly and validly exercised under Delaware law.
However, the investigation concerns whether the offer is unfair to NASDAQ: ISRL stockholders. More specifically, the investigation concerns whether the Isramco 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.
Isramco, Inc. reported that its annual Total Revenue rose from $63.24 million in 2017 to $79.88 million in 2018 and that its Net Loss of $24.31 million in 2017 turned into a Net Income of $17.93 million in 2018.