Ademi LLP is investigating NexTier (NYSE: NEX) for possible breaches of fiduciary duty and other violations of law in its transaction with Patterson-UTI.
NexTier public stockholders are expected to receive only 0.7520 shares of Patterson-UTI common stock for each share of NexTier common stock owned. Upon closing of the transaction, Patterson-UTI shareholders will own approximately 55% and NexTier shareholders will own approximately 45% of the combined company on a fully diluted basis. The combined company will have an enterprise value of approximately $5.4 billion. The transaction agreement unreasonably limits competing bids for NexTier by imposing a significant penalty if NexTier accepts a superior bid. NexTier insiders will receive substantial benefits as part of change of control arrangements.
We are investigating the conduct of NexTier’s board of directors, and whether they are (i) fulfilling their fiduciary duties to all shareholders, and (ii) obtaining a fair and reasonable price for NexTier.