NEW YORK, July 15, 2015 /PRNewswire/ -- Notice is hereby
given that Faruqi & Faruqi, LLP has filed a class action
lawsuit in the United States District Court for the Southern
District of Texas, case no.
4:15-cv-02017, on behalf of unitholders of LRR Energy, L.P. ("LRR
Energy" or the "Company") (NYSE: LRE) who held (and continue to
hold) LRR Energy securities acquired on or before April 20, 2015.
On April 20, 2015, the Company
entered into a Purchase Agreement and Plan of Merger ("Merger
Agreement") under which Vanguard Natural Resources, LLC
("Vanguard") will acquire all of the outstanding units of LRR
Energy through Vanguard's wholly owned subsidiary Lighthouse Merger
Sub, LLC ("Merger Sub"). The unit-for-unit transaction is valued at
approximately $251 million, with
Vanguard assuming LRR Energy's net debt of $288 million. The vote on the proposed
transaction is currently scheduled for September 10, 2015.
The complaint charges LRR Energy, its Board of Directors,
Vanguard, and Merger Sub with violations of Sections 14(a) and
20(a) of the Securities Exchange Act of 1934 (the "Exchange
Act").
If you wish to obtain information concerning this action or
view a copy of the complaint, you can do so by clicking here:
www.faruqilaw.com/LRREnergynotice.
Pursuant to the terms of the Merger Agreement, which was
unanimously approved by the Company's Board of Directors (the
"Board" or "Individual Defendants"), LRR Energy unitholders will
receive a fixed exchange ratio of 0.55 Vanguard units for each
common unit of LRR Energy they own. LRR Energy and Vanguard claim
that this exchange ratio amounts to a deal consideration of
$8.93 per LRR Energy common unit,
based on Vanguard's closing price of $16.23 on April 20,
2015. However, Vanguard units are currently trading at
significantly lower prices, closing at $13.56 on July 14,
2015.
Critically, the Merger Agreement includes no protective collar
on the transaction's exchange ratio and no guarantee that LRR
Energy unitholders will receive the estimated $8.93 per unit consideration. Moreover, the
$8.93 per unit consideration falls
well below LRR Energy's recent historical unit prices (the Company
had a 52-week trading high of $20.11)
and certain analyst opinions.
The complaint alleges that the S-4 Registration Statement (the
"S-4") filed with the Securities and Exchange Commission ("SEC") on
June 3, 2015 (amended on July 9, 2015) provided materially incomplete and
misleading disclosures, thereby violating Sections 14(a) and 20(a)
of the Exchange Act. The omitted information is material to the
impending decision of LRR Energy unitholders on whether or not to
exchange their shares. The complaint also alleges that the 0.55
Vanguard units per LRR Energy unit is inadequate, as LRR Energy has
experienced significant growth in recent months and has
consistently exceeded management's revenue and earnings
expectations. The offer price also fails to adequately value LRR
Energy's prospects for future growth.
Take Action
Plaintiff is represented by Faruqi &
Faruqi, LLP, a law firm with extensive experience in prosecuting
class actions, and significant expertise in actions involving
corporate fraud. Faruqi & Faruqi, LLP, was
founded in 1995 and the firm maintains its principal office in
New York City, with offices in
Delaware, California, and Pennsylvania.
If you wish to serve as lead plaintiff, you must move the Court
no later than 60 days from today. Any member of
the putative class may move the Court to serve as lead plaintiff
through counsel of their choice, or may choose to do nothing and
remain an absent class member. If you wish to
discuss this action, or have any questions concerning this notice
or your rights or interests, please contact:
Juan E. Monteverde,
Esq.
FARUQI & FARUQI, LLP
369
Lexington Ave, 10th Floor
New York, NY 10017
Telephone: (877) 247-4292 or (212) 983-9330
E-mail: jmonteverde@faruqilaw.com
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SOURCE Faruqi & Faruqi, LLP