Investigation Overview
The announcement by Petrohawk Energy Corp. that it agreed to a takeover of Petrohawk Energy Corporation by BHP Billiton prompted an investigation on behalf of investors of Petrohawk Energy Corporation (NYSE: HK) concerning whether a takeover is unfair to NYSE HK stockholders and whether certain officers and directors possibly breached their fiduciary duties.
The investigation by a law firm concerns whether Petrohawk Energy Corp., certain of its officers and directors, and/or others breached their fiduciary duties owed Petrohawk Energy (NYSE:HK) investors in connection with the takeover.
On Thursday, July 14, 2011, Petrohawk Energy Corporation [NYSE: HK] and BHP Billiton [ASX: BHP, NYSE: BHP, LSE: BLT, JSE: BIL] announced that the companies have entered into an agreement for BHP Billiton to acquire Petrohawk Corp. for US$38.75 per share by means of an all-cash tender offer for all of the issued and outstanding shares of Petrohawk, representing a total equity value of approximately US$12.1 billion and a total enterprise value of approximately US$15.1 billion, including the assumption of net debt.
Following the takeover proposal announcement shares of Petrohawk Energy Corporation (Public, NYSE:HK) rose from $23.49 per share on Thursday in after hours to $38.39 per share. However, NYSE HK shares traded during 2008 as high as $47.90 per share and at least one analyst has set a high target price for NYSE HK shares at $39 per share.
Therefore the investigation by a law firm questions whether the potential sale process and the price are unfair to the shareholders of Petrohawk Energy (NYSE:HK). The investigation focuses also on whether the Petrohawk Energy board of directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Petrohawk Energy Corporation (NYSE: HK) and breached their fiduciary duties to Petrohawk Energy (HK) shareholder by failing to adequately shop the Company before entering into the transaction.
Petrohawk Energy Corporation has performed well for its investors in the past. Petrohawk Energys 12months Total Revenue increased from $883.40million in 2007 to $1,597.86million in 2010. Its Net Income rose from a Net Loss of $1,025.45million in 2009 to a Net Income of $188.67million in 2010.
The investigation concerns also whether the consortium would underpay for NYSE:HK shares, thus unlawfully harming Petrohawk Energy investors. A potential class action lawsuit would seek to maximize the amount of money and information NYSE: HK shareholders would receive in a buyout, so the law firm.