An investigation on behalf of investors in Pure Acquisition Corp. (NASDAQ: PACQ) shares over potential wrongdoing at Pure Acquisition Corp. was announced.
San Diego, CA -- (SBWIRE) -- 03/25/2020 -- Certain directors of Pure Acquisition Corp. are under investigation over potential breaches of fiduciary duties.
Investors who purchased shares of Pure Acquisition Corp. (NASDAQ: PACQ) and currently hold any of those NASDAQ: PACQ shares have certain options and should contact the Shareholders Foundation at firstname.lastname@example.org or call +1(858) 779 - 1554.
The investigation by a law firm concerns whether certain Pure Acquisition directors breached their fiduciary duties and caused damage to the company and its shareholders.
Fort Worth, TX based Pure Acquisition Corp. intends to focus on effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or similar business combination with one or more target businesses.
On November 27, 2019, Pure Acquisition Corp. , HighPeak Energy, Inc., a Delaware corporation and wholly owned subsidiary of Pure Acquisition Corp. ("HighPeak Energy"), Pure Acquisition Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of HighPeak Energy ("MergerSub"), HighPeak Energy, LP, a Delaware limited partnership ("HighPeak I"), HighPeak Energy II, LP, a Delaware limited partnership ("HighPeak II"), HighPeak Energy III, LP, a Delaware limited partnership ("HighPeak III"), HPK Energy, LLC, a Delaware limited liability company ("HPK GP" and, together with HighPeak I, HighPeak II and HighPeak III, the "HPK Contributors") and the general partner of HPK Energy, LP, a Delaware limited partnership ("HPK"), and solely for the limited purposes specified therein, HighPeak Energy Management, LLC, a Delaware limited liability company, entered into a Business Combination Agreement (the "HPK Business Combination Agreement," and the transactions contemplated thereby, the "HPK Business Combination"), pursuant to which, among other things and subject to the terms and conditions contained therein, (i) MergerSub will merge with and into Pure Acquisition Corp, with Pure Acquisition Corp surviving as a wholly owned subsidiary of HighPeak Energy, (ii) each outstanding share of Class A Common Stock and Class B Common Stock of Pure Acquisition Corp (other than certain shares of Class B Common Stock of Pure Acquisition Corp held by HighPeak Pure Acquisition, LLC (Pure Acquisition Corp's "Sponsor') that will be forfeited in connection with the HPK Business Combination) will be converted into the right to receive one share of common stock of HighPeak Energy ("HighPeak Energy common stock"), (iii) HighPeak Energy will succeed to Pure Acquisition Corp's rights and obligations under that certain Warrant Agreement, dated April 12, 2018, between Pure Acquisition Corp and Continental Stock Transfer & Trust Company, as warrant agent, and Pure Acquisition Corp's warrants will become warrants of HighPeak Energy exercisable for shares of HighPeak Energy common stock, (iv) the HPK Contributors will (a) contribute their limited partner interests in HPK to HighPeak Energy in exchange for HighPeak Energy common stock and the general partner interests in HPK to either HighPeak Energy or a wholly owned subsidiary of HighPeak Energy in exchange for no consideration, and (b) directly or indirectly contribute certain loans with respect to which Pure Acquisition Corp or HighPeak Energy is the obligor in exchange for shares of HighPeak Energy common stock, (v) all Sponsor Loans (as defined in the HPK Business Combination Agreement), if any, will be cancelled in connection with the HPK Closing (as defined below), and (vi) following the consummation of the transactions contemplated by the Grenadier Contribution Agreement, HighPeak Energy will cause HPK to merge with and into Pure Acquisition Corp with all interests in HPK being cancelled for no consideration.
However, the investigation concerns whether the offer is unfair to NASDAQ: PACQ stockholders. More specifically, the investigation concerns whether the Pure Acquisition Corp. Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Those who are current investors in Pure Acquisition Corp. (NASDAQ: PACQ) shares have certain options and should contact the Shareholders Foundation.
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