Chesapeake responds to merger claims made by stockholders


Just as Southwestern Energy revealed that demand letters and complaints had been made by its shareholders regarding the proposed merger with Chesapeake Energy, similar revelations have been made by Chesapeake. And like Southwestern, Chesapeake denies any wrongdoing in its proposed merger.

The Oklahoma City energy company, in a filing with the Securities and Exchange Commission, disclosed four complaints had also been filed in New York federal and state courts by Chesapeake stockholders or Southwestern Energy stockers against the merger. The filing is similiar to one made last week by Southwestern Energy, a firm based in Houston, Texas.

The four complaints are captioned as follows: Gerald Joseph Lovoi v. Chesapeake Energy Corporation et al.Robert Jones v. Southwestern Energy Company et al.Jeffrey Schantz v. Gass et al., and Steve Taylor v. Southwestern Energy Company et al., which Chesapeake and Southwestern refer to collectively as the “Stockholder Actions”.

Chesapeake explained in its filing that in general, the stockholders allege violations of the Securities Exchange Act, breach of fiduciary duties and negligence in mispresenting or omitting material facts regarding the merger announced in January. The stockholders are asking the courts in New York to block the consummation or closing of the merger.

In addition to these lawsuits, several purported stockholders of Chesapeake and Southwestern have sent demand letters alleging similar deficiencies regarding the disclosures made in the Proxy Statement/Prospectus.

Just as Southwestern Energy denied the claims and professed it fully complied with the law, Chesapeake Energy is doing the same in its SEC filing. It also beliees that “no further disclosure that already contained in the Proy Statement/Prospectus is required.” But it also stated that in order to “moot these disclosure claims,” it is voluntarily making more information available.

“Nothing in the Supplemental Disclosures shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Chesapeake specifically denies all allegations in the demand letters or the complaints that any additional disclosure was or is required,” stated the company.