“There exists an imbalance and disparity of knowledge and economic power between the defendants and the public stockholders of ChampionX, making it inherently unfair for them to benefit their own interests to the exclusion of maximizing stockholder value,” the lawsuit states.
The suit claims that the proxy statement did not disclose underlying line items for several financial metrics used in ChampionX’s forecasts, including levered and unlevered free cash flow and adjusted earnings before interest, taxes, depreciation, and amortization. It also alleges that the filing lacks complete financial analyses supporting the fairness opinion provided by ChampionX’s financial adviser, Centerview Partners, and omits information regarding discounted cash flow analysis, analyst price target analysis, and precedent premiums paid analysis.
Additionally, the suit claims the proxy omits details of any employment and retention-related discussions and negotiations between ChampionX insiders and SLB.
Thompson seeks a court order enjoining the defendants from closing the merger and requiring them to disclose all material financial information allegedly omitted from the proxy to shareholders.
