Investigation Overview
May 27, 2016 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Memorial Resource Development Corp (NASDAQ:MRD), was announced concerning whether the takeover of Memorial Resource Development Corp. by Range Resources Corporation is unfair to NASDAQ:MRD stockholders.
The investigation by a law firm concerns whether certain officers and directors of Memorial Resource Development Corp breached their fiduciary duties owed to NASDAQ:MRD investors in connection with the proposed acquisition.
On May 16, 2016, Range Resources Corporation and Memorial Resource Development Corp (NASDAQ:MRD) announced a merger agreement under which Range Resources Corporation will acquire all of the outstanding shares of common stock of Memorial Resource Development Corp (NASDAQ:MRD) in an all-stock transaction valued at $4.4 billion. Based on the Range Resources Corporation closing price on May 13, 2016, the transaction has an implied value to Memorial Resource Development Corp (NASDAQ:MRD) shareholders of $15.75 per share.
However, given that at least one analyst has set the high target price for NASDAQ:MRD shares at $23.00 per share, the investigation concerns whether the offer is unfair to NASDAQ:MRD stockholders. More specifically, the investigation concerns whether the Memorial Resource Development 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.