Summary of Case: Summary of the Case:
A securities class action has been filed against BJ Services Company (BJS) ("BJ" or the "Company") on behalf of purchasers of BJ common stock in the Delaware Chancery Court as well as the Texas District Court, Harris County.
Claims arise from the breaches of fiduciary duty by the Board of Directors of BJ ("Board") for failing to maximize shareholder value in the face of the proposed acquisition of the publicly-owned shares of BJ common stock by Baker Hughes, Inc. ("Baker"), as detailed herein (the "Proposed Transaction").
The complaint alleges that on August 31, 2009, BJ and Baker issued a press release announcing they had entered into an agreement pursuant to which Baker would acquire all of the outstanding shares of BJ in a deal valued at approximately $5.5 billion. Under the terms of the Proposed Transaction, shareholders of BJ will receive $2.69 in cash and 0.40035 share of Baker stock for each share of BJ stock.
The complaint further alleges that instead of complying with their fiduciary duties to obtain the highest price reasonably available for the Company, the Individual Defendants abdicated their duties by allowing the Proposed Transaction to proceed without exposing the Company to an adequate market check or any attempt to shop the Company, while agreeing to onerous deal protection devices, including a large termination fee.
