Ademi LLP is investigating Callon (NYSE: CPE) for possible breaches of fiduciary duty and other violations of law in its transaction with APA.
In the transaction, Callon stockholders will receive only 1.0425 shares of APA common stock, representing an implied value to each Callon share of $38.31 per share based on the closing price of APA common stock on Jan. 3, 2024. After closing, existing APA shareholders are expected to own approximately 81% of the combined company and existing Callon shareholders are expected to own approximately 19% of the combined company.. The transaction agreement unreasonably limits competing transactions for Callon by imposing a significant penalty if Callon accepts a competing bid. Callon insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of Callon’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.