Ademi & O’Reilly, LLP is investigating Roan Resources, Inc. (NYSE: ROAN) for possible breaches of fiduciary duty and other violations of the law in connection with the sale of Roan to Citizen Energy, an affiliate of Warburg Pincus LLC.
Ademi & O’Reilly, LLP alleges Roan’s financial outlook is improving and yet shareholders will receive only receive $1.52 per share in cash. Citizen Energy is acquiring Roan at a substantial discount. The merger agreement unreasonably limits competing bids for Roan by prohibiting solicitation of further bids, and imposing a termination penalty if Roan accepts a superior bid. Roan insiders will receive millions of dollars as part of change of control arrangements. We are investigating on the conduct of Roan’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 Roan.