SAN DIEGO -- (Business Wire)

Robbins Geller Rudman & Dowd LLP (“Robbins Geller”) today announced that a class action has been commenced in the United States District Court for the District of Colorado on behalf of shareholders of Kodiak Oil & Gas Corp. (“Kodiak”) (NYSE:KOG) who held shares on July 13, 2014, in connection with the proposed acquisition of Kodiak by Whiting Petroleum Corporation (“Whiting”).

If you wish to serve as lead plaintiff, you must move the Court no later than 60 days from today. If you wish to discuss this action or have any questions concerning this notice or your rights or interests, please contact plaintiff’s counsel, Darren Robbins of Robbins Geller at 800/449-4900 or 619/231-1058, or via e-mail at djr@rgrdlaw.com. 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.

The complaint charges Kodiak’s Board of Directors (the “Board”) with violations of the federal securities laws in connection with defendants’ efforts to complete the sale of Kodiak to Whiting pursuant to an unfair process and for an unfair price (the “Proposed Transaction”). The complaint also includes class and derivative claims against defendants for breaches of fiduciary duty and/or aiding and abetting.

On July 13, 2014, defendants announced that the Board had agreed to sell Kodiak to Whiting for approximately $6 billion in Whiting common stock. Pursuant to the parties’ Arrangement Agreement dated July 13, 2014, Kodiak shareholders will receive 0.177 of a share of Whiting common stock for each share of Kodiak stock they own. Based on the closing price of Kodiak’s common shares of $14.23 per share on July 11, 2014, the Proposed Transaction had an implied price of $13.90 per share. If the Proposed Transaction is allowed to close, Whiting shareholders will own approximately 71% and Kodiak shareholders will own 29% of the combined company.

The complaint alleges that in an attempt to secure stockholder support for the Proposed Transaction, on August 18, 2014, the Board issued a Preliminary Proxy Statement on Schedule 14A (the “Proxy Statement”) that contained materially false and misleading information in violation of §§14(a) and 20(a) of the Securities Exchange Act of 1934. The Proxy Statement, which recommends that Kodiak stockholders vote their shares in favor of the Proposed Transaction, prevents stockholders from being able to cast fully informed votes by failing to disclose, among other things, the following material information: (i) Kodiak’s strategic alternatives and long-term strategic plan; (ii) the terms of the transactions proposed by third parties that contacted the Company in early June 2014; (iii) details regarding the Board’s selection of financial advisors; and (iv) the inputs and assumptions underlying the valuation analyses performed by the parties’ financial advisors. The omitted information is material to Kodiak stockholders’ decision on whether to vote to approve the Proposed Transaction and/or whether to seek an appraisal of their shares.

Plaintiff seeks injunctive relief on behalf of stockholders who held Kodiak shares on July 13, 2014. The plaintiff is represented by Robbins Geller, which has expertise in prosecuting investor class actions and extensive experience in actions involving financial fraud.

Robbins Geller, with 200 lawyers in ten offices, represents U.S. and international institutional investors in contingency-based securities and corporate litigation. The firm has obtained many of the largest securities class action recoveries in history, including the largest jury verdict ever in a securities class action. Please visit http://www.rgrdlaw.com for more information.

Contacts:

Robbins Geller Rudman & Dowd LLP
Darren Robbins
800-449-4900 or 619-231-1058
djr@rgrdlaw.com

Source: Robbins Geller Rudman & Dowd LLP