The law firm of Brower Piven, A Professional Corporation, has commenced an investigation into possible breaches of fiduciary duty to current shareholders of El Paso Corporation and other violations of state law by the Board of Directors of El Paso relating to the proposed acquisition of the company by Kinder Morgan, Inc. The firm’s investigation seeks to determine whether El Paso’s Board breached its fiduciary duties by, among other things, failing to maximize shareholder value.
On October 16, 2011, El Paso and KMI jointly announced that they have entered into a definitive merger agreement whereby KMI will acquire all outstanding shares of El Paso for $26.87 per share based on the closing prices of each of the companies on October 14, 2011. The joint press release stated that the agreement provides that El Paso shareholders will receive for each of their shares $14.65 in cash plus 0.4187 KMI shares and 0.640 KMI warrants with a five-year term exercisable at $40.00 per share.
According to the joint press release, while under all circumstances El Paso shareholders will receive 0.640 KMI warrants per El Paso share held, subject to proration, El Paso shareholders will be able to elect, for each El Paso share held, either (i) $25.91 in cash, (ii) 0.9635 shares of KMI common stock, or (iii) $14.65 in cash plus 0.4187 shares of KMI common stock. According to the joint release, El Paso’s board, two members of which will join the KMI board after the transaction closes, has agreed not to solicit competing transactions. Further, under certain circumstances, according to the companies, KMI will receive a termination fee of $650 million, or over $0.90 per El Paso share, from El Paso. According to Yahoo! Finance, at least one analyst has set a price target for El Paso of $28 per share.
If you own El Paso common stock and would like to learn more about the investigation being conducted by Brower Piven, you may email or call Brower Piven, who will, without obligation or cost to you, attempt to answer your questions. You may contact Brower Piven by email at hoffman@browerpiven.com, by calling 410/415-6616, or at Brower Piven, A Professional Corporation, 1925 Old Valley Road, Stevenson, Maryland 21153.
Attorneys at Brower Piven have combined experience litigating securities and other class action cases of over 60 years.
hoffman@browerpiven.com |
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