Marathon Oil Corporation

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Ademi LLP is investigating Marathon Oil (NYSE: MRO) for possible breaches of fiduciary duty and other violations of law in its transaction with ConocoPhillips.

In the transaction, Marathon Oil shareholders will receive only 0.2550 shares of ConocoPhillips common stock for each share of Marathon Oil common stock in an all-stock transaction with an enterprise value of $22.5 billion, inclusive of $5.4 billion of net debt. The transaction agreement unreasonably limits competing transactions for Marathon Oil by imposing a significant penalty if Marathon Oil accepts a competing bid. Marathon Oil insiders will receive substantial benefits as part of change of control arrangements.

We are investigating the conduct of Marathon Oil’s board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.