Robbins Umeda LLP Is Investigating Pride International, Inc. Acquisition for Shareholders
Robbins Umeda LLP, a shareholder rights litigation firm, is investigating possible breaches of fiduciary duty and other violations of state law by members of the board of directors of Pride International, Inc. (NYSE: PDE) in connection with their efforts to sell the company to Ensco plc (NYSE: ESV).
On February 7, 2011, Pride and Ensco announced the definitive merger agreement under which Ensco will combine with Pride in a cash and stock transaction valued at $41.60 per share based on Ensco’s closing share price on February 4, 2011. Under the terms of the current agreement, Pride shareholders will receive 0.4778 newly-issued shares of Ensco plus $15.60 in cash for each share of Pride common stock. Upon closing, Pride shareholders will collectively own approximately 38% of Ensco’s outstanding shares. Moreover, the transaction includes a $260 million termination fee to be paid by Pride to Ensco if the transaction is not completed. The transaction is expected to close as soon as the second quarter of 2011.
The investigation seeks to determine whether Pride’s board of directors undertook a fair process to obtain maximum value for its shareholders. In particular, Robbins Umeda is investigating whether this price adequately compensates shareholders in light of Pride’s latest successes. Recently, Pride entered into an agreement with Samsung to build an ultra-deepwater drillship, with an option for a second drillship. Further, Pride’s third quarter of 2010 financial results beat analyst estimates.