The company said it received Weiss, Nicosia and McDaniels lawsuits, along with 3 demand letters from stockholders beginning on March 28, 2024, challenging the disclosures in the proxy statement for the merger. The company said all defendants believe the claims are without merit.

1. 01

   The company said it received Weiss, Nicosia and McDaniels lawsuits, along with 3 demand letters from stockholders beginning on March 28, 2024, challenging the disclosures in the proxy statement for the merger. The company said all defendants believe the claims are without merit.

2. 02

   The company said it agreed to voluntarily supplement the proxy statement to moot disclosure claims and avoid nuisance, potential expense and delay. The company said the supplemental disclosures do not constitute an admission of legal necessity or materiality, and all defendants deny that additional disclosure was or is required.

3. 03

   The company said Jefferies' discounted cash flow analysis of Endeavor produced an implied enterprise value of $26,249 million to $30,880 million, compared with the enterprise value of $26,000 million represented by the merger consideration. The analysis used discount rates of 7.9% to 8.9% and terminal-year EBITDA multiples of 4.2x to 5.2x.

4. 04

   The company said Jefferies' net asset value analysis of Diamondback implied a range of equity value per share of $176.54 to $189.69, compared with $153.51, the 30-day volume weighted average price as of February 9, 2024.

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Original filing

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