MELBOURNE -(Dow Jones)- Petrohawk Energy Corp. (HK) made clear this week it believed it was unlikely to attract a rival offer when it agreed to BHP Billiton Ltd.'s (BHP) US$12.1 billion takeover bid, and it wasn't likely to extract a higher price from its buyer. Class action lawsuits have been launched by certain Petrohawk stockholders who allege, among other things, that Petrohawk's board breached its fiduciary duties by approving the offer and BHP aided and abetted the purported breaches. BHP has previously said the stockholders are seeking an injunction prohibiting the transaction, or costs and damages if the deal goes ahead. Petrohawk had looked at various business opportunities before it entered negotiations with BHP, including potential asset buys, joint ventures and other strategic alliances. In late 2010, the shale-gas developer entered a confidentiality agreement with an unnamed company and held extended discussions about several possible transactions, including the sale of the company, Petrohawk said in an amended filing Wednesday to the U.S. Securities and Exchange Commission. The Houston-based company said its chief executive, Floyd Wilson, was contacted in May by Barclays Capital to arrange a meeting with representatives from BHP. The meeting took place in early June, before exclusive negotiations began. Petrohawk in its filing said its board met June 16 to discuss a non-binding offer from the Melbourne-based mining giant, during which senior management and representatives of advisor Goldman Sachs suggested the prospect of a competing proposal was unlikely, based on the relatively few potential companies able to acquire a company like Petrohawk at a significant premium to its current market price. It said the board concluded it was in the best interest of the company and its stockholders to enter exclusive negotiations with BHP in light of, among other things, "the attractive offer price [and] the risk of losing such offer if the company sought out competing bidders at this time or insisted on a further increase in BHP Billiton's revised proposal of US$38.75 per share." Petrohawk on July 14 said its board was recommending BHP's all-cash bid, which was priced at a 65% premium to Petrohawk's earlier closing price. -By Robb M. Stewart, Dow Jones Newswires; +61 3 9292 2094; robb.stewart@dowjones.com
