Investigation Overview
The proposed buyout of Pride International, Inc. has triggered investigations for investors in Pride International, Inc. (NYSE:PDE) shares questioning the potential unfairness of the deal and possible breaches of fiduciary duties by certain directors of Pride Intl.
The investigation by a law firm concerns possible breaches of fiduciary duties by certain officers and directors at Pride International, Inc. arising out of their attempt to sell Pride Intl Inc. to Ensco plc.
On Monday, February 7, 2011, Pride International, Inc. (NYSE: PDE) and Ensco plc (NYSE: ESV) announced that they have entered into a merger agreement under which Ensco plc will combine with Pride Intl. in a cash and stock transaction valued at $41.60 per share based on Ensco plc's closing share price on 4 February 2011. Pride International, Inc said the implied offer price represents a premium of 21% to Pride Intl's closing share price as of the same date and a premium of 25% to the one month volume weighted average closing price of Pride.
Under the terms of the merger agreement, Pride International stockholders will receive 0.4778 newly-issued shares of Ensco plus $15.60 in cash for each share of Pride Intl. common stock.
Shares of Pride International, Inc. (Public, NYSE:PDE) rose from $34.30 per share on Friday to $40.58 per share on Monday.
But Pride Intl has performed well in the past for its investors. Pride International, Inc. reported in 2007 Total Revenue of $1.329billion with a Net Income of $778.3million, in 2008 Total Revenue of $1.7026billion with Net Income of $851.1million, and in 2009 Total Revenue of $1.5942billion with a Net Income of $285.8million. Even though shares of Pride International, Inc. (PDE) traded recently at $29.05 per share, down from its 52weekHigh of $34.67 per share, PDE shares traded at $39.55 per share in August 2008, and as high as $47.79 per share in June 2008.
Therefore the investigation concerns whether Pride Intl Board of Directors undertook an adequate and fair sales process to obtain fair consideration for all shareholders of Pride International, Inc. (NYSE:PDE) and specifically breached their fiduciary duties to Pride International, Inc. (PDE) shareholder by failing to adequately shop the Company before entering into this transaction. A potential class action lawsuit would seek to maximize the amount of money and information PDE shareholders would receive in a buyout, so the law firm.