Robbins Arroyo LLP: Acquisition of Rose Rock Midstream LP (RRMS) by SemGroup Corp. (SEMG) May Not Be in Shareholders' Best In...
May 31 2016 - 3:41PM
Business Wire
Shareholder rights attorneys at Robbins Arroyo LLP are
investigating the proposed acquisition of Rose Rock Midstream LP
(NYSE: RRMS) by SemGroup Corp. (NYSE: SEMG). On May 31, 2016, the
two companies announced the signing of a definitive merger
agreement pursuant to which SemGroup will acquire Rose Rock. Under
the terms of the agreement, Rose Rock unitholders will receive
0.8136 shares of SemGroup for each unit of Rose Rock they own, the
value of which is equivalent to $24.00 per unit of Rose Rock.
View this information on the law firm's Shareholder Rights Blog:
www.robbinsarroyo.com/shareholders-rights-blog/rose-rock-midstream-lp
Is the Proposed Acquisition Best for Rose Rock and Its
Unitholders?
Robbins Arroyo LLP's investigation focuses on whether the board
of directors at Rose Rock is undertaking a fair process to obtain
maximum value and adequately compensate its unitholders.
As an initial matter, the $24.00 merger consideration represents
a premium of 0.0% based on Rose Rock's closing price on May 27,
2016. This premium is significantly below the average one-day
premium of nearly 76% for comparable transactions within the past
three years. In the last three years, Rose Rock traded as high as
$62.79 on September 2, 2014, and most recently traded above the
merger consideration – at $24.06 – on May 27, 2016.
On May 5, 2016, Rose Rock reported strong earnings results for
its first quarter 2016. Total revenues for the quarter were $204
million, an increase of 51% compared to the same period last year.
Net income for the quarter was $20.6 million, an increase of 109%
compared to the same period last year. Additionally, Rose Rock has
beat consensus analyst estimates for revenue in three out of the
past four quarters. In commenting on these results, Rose Rock Chief
Executive Officer Carlin Conner remarked, "Rose Rock's first
quarter results were right in line with expectations and highlight
the benefits of our fee-based business model and our continued
focus on efficient execution. We've maintained our solid financial
performance and continue to execute in a cost effective manner,
positioning Rose Rock to successfully navigate these challenging
market conditions."
In light of these facts, Robbins Arroyo LLP is examining Rose
Rock's board of directors' decision to sell the company now rather
than allow unitholders to continue to participate in the company's
continued success and future growth prospects.
Rose Rock unitholders 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.
Rose Rock shareholders interested in information about their rights
and potential remedies can contact attorney Darnell R. Donahue at
(800) 350-6003, ddonahue@robbinsarroyo.com, or via the shareholder
information form on the firm's website.
Robbins Arroyo LLP is a nationally recognized leader in
securities litigation and shareholder rights law. The law firm
represents individual and institutional investors in shareholder
derivative and securities class action lawsuits, and has helped its
clients realize more than $1 billion of value for themselves and
the companies in which they have invested.
Attorney Advertising. Past results do not guarantee a similar
outcome.
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version on businesswire.com: http://www.businesswire.com/news/home/20160531006421/en/
Robbins Arroyo LLPDarnell R. Donahue(619) 525-3990 or Toll Free
(800) 350-6003ddonahue@robbinsarroyo.comwww.robbinsarroyo.com
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