Lawsuit Overview
San Diego, Sept. 2, 2011 (Shareholders Foundation) -- An investor in Venoco, Inc. (NYSE: VQ) shares filed a lawsuit in effort to block the offer by Timothy Marquez, Chairman and CEO of Venoco to acquire the remaining outstanding shares of Venoco stock and take Venoco private.
According to the complaint the plaintiff alleges that the offer to acquire Venoco, Inc at $12.50 per share is unfair to shareholders and undervalues the oil and gas producer.
On Monday, August 29, 2011, Venoco, Inc. (NYSE: VQ) announced that its board of directors has received a non-binding proposal from Timothy M. Marquez, Chairman and CEO of the company and the holder of approximately 50.3% of Venoco's outstanding common stock, to acquire all of the outstanding shares of Venoco common stock for $12.50 per share in cash. Following the takeover proposal shares of Venoco, Inc. (Public, NYSE:VQ) jumped from $8.98 on Friday, August 26, 2011 to $12.08 on Monday.
However, the plaintiff claims that the $12.50 offer is unfair to VQ stockholders. Indeed, NSE: VQ shares traded as high as $14.75 as recently as July 22, 2011 and as high as $18.59 on April 29, 2011 and as high as $22.22 on February 2, 2011, thus well above the $12.50 offer. Additionally at least one analyst has set the high target price at $22 per share and a low target price at $14 per share. With a median Target price of $19.50 set by analysts the $12.50offer is indeed well below the lowest target price. In fact one analyst said after the takeover proposal that the $12.50 offer represents a significant discount to the value of Venoco’s assets
Furthermore, the plaintiff alleges that “Marquez strategically timed the proposed transaction during a period of economic turmoil in which the terms of the proposed transaction could be superficially viewed in a positive light”. However, in face Venoco’s financial performance has been increasing over the past two years. Venoco’s annual Total Revenue rose from 4270.49million in 2009 to $295.29million in 2010 and it was able to pull out of a Net Loss of $47.30million for 09 and report a Net Income of $67.52million for 2010. Its second quarter Revenue rose from $70.06million last year to $87.29million this year and its second quarter Net Income increased from $3.71million a year earlier to $19.02million.