Rosetta Resources Inc. (NASDAQ:ROSE) Investor Investigation Concerning Possible Wrongdoing In Acquisition Announced

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Company Name(s): 
Rosetta Resources
Affected Securities: 

May 15, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Rosetta Resources Inc. (NASDAQ:ROSE), was announced concerning whether the takeover of Rosetta Resources Inc.. by Noble Energy, Inc. for a value of approximately $26.62 per share is unfair to NASDAQ:ROSE stockholders.

The investigation by a law firm concerns whether certain officers and directors of Rosetta Resources Inc. breached their fiduciary duties owed to NASDAQ:ROSE investors in connection with the proposed acquisition.

On May 11, 2015, Noble Energy, Inc. (NYSE: NBL) and Rosetta Resources Inc. (NASDAQ:ROSE) announced a merger agreement whereby Noble Energy will acquire all of the common stock of Rosetta Resources Inc. (NASDAQ:ROSE) in an all-stock transaction valued at $2.1 billion, plus the assumption of Rosetta's net debt of $1.8 billion as of March 31, 2015. Under the terms of the proposed transaction, Rosetta Resources Inc. shareholders will receive 0.542 of a share of Noble Energy common stock for each share of NASDAQ:ROSE common stock held. Based on the Noble Energy closing price on May 8, 2015, the transaction has an implied value to Rosetta Resources Inc. (NASDAQ:ROSE )shareholders of $26.62 per share.

However, given that at least one analyst has set the high target price for NASDAQ:ROSE shares at $36.00 per share and that NASDAQ:ROSE shares traded in June 2014 as high as $54.85 per share, the investigation concerns whether the offer is unfair to NASDAQ:ROSE stockholders. More specifically, the investigation concerns whether the Rosetta Resources 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.

Rosetta Resources Inc. (NASDAQ:ROSE) reported that its annual Total Revenue rose from $446.20 million in 2011 to over $1.3 billion in 2014 and that its respective Net Income increased from $100.55 million in 2011 to $313.56 million in 2014. Shares of Rosetta Resources Inc. (NASDAQ:ROSE) reached in 2013 as high as $60.51 per share.