Ademi LLP is investigating SilverBow (NYSE: SBOW) for possible breaches of fiduciary duty and other violations of law in its transaction with Crescent Energy.
In the transaction, SilverBow stockholders will receive only 3.125 shares of Crescent Class A common stock for each share of SilverBow common stock, with the option to elect to receive all or a portion of the proceeds in cash at a value of $38 per share, subject to possible pro ration with a maximum total cash consideration for the transaction of $400 million. The transaction agreement unreasonably limits competing transactions for SilverBow by imposing a significant penalty if SilverBow accepts a competing bid. SilverBow insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of SilverBow’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.