NEW YORK, July 30, 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, Houston
Division, case no. 4:15-cv-2101, on behalf of unitholders of
Crestwood Midstream Partners LP ("Crestwood Midstream" or the
"Company") (NYSE: CMLP) who held (and continue to hold) Crestwood
Midstream securities acquired on or before May 5, 2015.
On May 5, 2015, the Company
entered into a Purchase Agreement and Plan of Merger ("Merger
Agreement") under which Crestwood Equity Partners LP ("Crestwood
Equity") will acquire all of the outstanding units of Crestwood
Midstream through a newly formed subsidiary of Crestwood Equity.
The unit-for-unit transaction is valued at approximately
$7.5 billion. The transaction and
vote are expected to occur in the third quarter of 2015.
The complaint charges Crestwood Midstream Partners LP, its Board
of Directors, Crestwood Equity Partners LP, and affiliated
corporate entities and individuals 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/CMLPnotice.
Pursuant to the terms of the Merger Agreement, which was
unanimously approved by the Company's Board of Directors (the
"Board" or "Individual Defendants"), Crestwood Midstream
unitholders will receive a fixed exchange ratio of 2.75 units of
Crestwood Equity for each unit of Crestwood Midstream they own.
Crestwood Midstream and Crestwood Equity claim that this exchange
ratio amounts to a deal consideration of approximately $18.75 per Crestwood Midstream common unit, based
on Crestwood Equity's closing price of $6.82 on May 5,
2015. However, Crestwood Equity units are currently trading
at significantly lower prices, closing at $3.71 on July 28,
2015.
Furthermore, the Merger Agreement includes no protective collar
on the transaction's exchange ratio, and as a result, the implied
dollar value of the Merger Consideration is susceptible to
significant depreciation based upon the future performance of
Crestwood Equity's stock. Significantly, since the Proposed
Transaction was announced, Crestwood Equity's stock price has
dropped approximately 38%, from $6.82
on May 5, 2015, to $4.23 on July 14,
2015. Thus, any premium Crestwood Midstream's unitholders
were supposedly receiving has vanished in light of the significant
decrease in the value of Crestwood Equity's stock price.
The complaint alleges that the S-4 Registration Statement (the
"S-4") filed with the Securities and Exchange Commission ("SEC") on
June 17, 2015 provided materially
incomplete and misleading disclosures, thereby violating Sections
14(a) and 20(a) of the Exchange Act. The Registration Statement
denies Crestwood Midstream's unitholders material information
concerning the financial and procedural fairness of the Merger. The
complaint also alleges that 2.75 units of Crestwood Equity for each
unit of Crestwood Midstream is an inadequate exchange ratio, as
Crestwood Midstream 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 Crestwood Midstream'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
Logo -
http://photos.prnewswire.com/prnh/20120119/MM38856LOGO
To view the original version on PR Newswire,
visit:http://www.prnewswire.com/news-releases/faruqi--faruqi-llp-announces-filing-of-a-class-action-lawsuit-against-crestwood-midstream-partners-lp-300121341.html
SOURCE Faruqi & Faruqi, LLP