A suit was filed in the Eastern District of New York on Monday by plaintiff Matthew Whitfield against defendants Whiting Petroleum Corp. (Whiting), Kevin S. McCarthy, Janet L. Carrig, Susan M. Cunningham, Paul J. Korus, Lynn A. Peterson, Daniel J. Rice, and Anne Taylor. The complaint alleges that the defendants violated the Securities Exchange Act of 1934 when they filed a materially incomplete registration statement with the SEC regarding their proposed merger.
Whiting is described in the complaint as an “independent oil and gas company engaged in the development, production and acquisition of crude oil, NGLs and natural gas primarily in the Rocky Mountains region of the United States.”
Defendant Whiting announced in March of 2022 their intent to be acquired by Oasis Petroleum Inc., Ohm Merger Sub Inc., and New Ohm LLC (the proposed merger). Individuals who held stock in Whiting would receive 0.5774 shares of Oasis common stock and $6.25 in cash per share. About two months later, the defendants filed a registration statement with the SEC regarding the proposed merger. The plaintiff alleges that the registration statement failed to contain material information, thus violating the Exchange Act.
Whitfield explains that the aforementioned registration statement failed to contain information pertaining to the line items underlying the financial projections and net income. Without this information, Whitfield asserts that stockholders are unable to make a reasonable assessment regarding the future financial performance of the company and cannot form an informed opinion regarding the proposed merger.
The complaint cites two counts of violations of the Exchange Act. Whitfield is seeking an injunction preventing the consummation of the proposed merger, and in the event that the merger is consummated, rescissory damages. The plaintiff also seeks a valid registration statement, favorable judgment on each count, litigation fees, and any other relief deemed proper by the court.
The plaintiff is represented by Grabar Law Office.
