Clayton Williams Energy, Inc.

Robbins Arroyo LLP: Acquisition of Clayton Williams Energy, Inc. (CWEI) by Noble Energy Inc. (NBL) May Not Be in Shareholders’ Best Interests

Robbins Arroyo LLP is investigating the proposed acquisition of Clayton Williams Energy, Inc. (NYSE: CWEI) by Noble Energy Inc. (NYSE: NBL). On January 16, 2017, the two companies announced the signing of a definitive merger agreement pursuant to which Noble Energy will acquire Clayton Williams. Under the terms of the agreement, Clayton Williams shareholders will receive $34.75 in cash and 2.7874 shares of Nobel Energy common stock in exchange for each share of Clayton Williams common stock, the value of which is equivalent to $138.96 based on Noble Energy’s closing price on January 13, 2017.

Is the Proposed Acquisition Best for Clayton Williams and Its Shareholders?

Robbins Arroyo LLP’s investigation focuses on whether the board of directors at Clayton Williams is undertaking a fair process to obtain maximum value and adequately compensate its shareholders.

As an initial matter, the $138.96 per share merger consideration represents a premium of only 20.20% based on Clayton Williams’ one month average closing price for the period ending January 13, 2017. This is significantly below the average one month premium of nearly 31.65% for comparable transactions within the past five years. In the last three years, Clayton Williams traded as high as $146.93 on May 6, 2014, and most recently traded above the merger consideration – at $140.00 – on July 24, 2014.

Clayton Williams shareholders have the option to file a class action lawsuit to ensure the board of directors obtains the best possible price for shareholders and the disclosure of material information.

Clayton Williams shareholders interested in information about their rights and potential remedies can contact attorney Darnell R. Donahue at (800) 350-6003, or you can complete the form below and we will contact you directly.


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