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CIVI Alert: Monsey Firm of Wohl & Fruchter Investigating Fairness of the Proposed Sale of Civitas Resources to SM Energy

1. Wohl & Fruchter LLP investigates Civitas sale to SM Energy for fairness. 2. Civitas shareholders to receive 1.45 SM shares per Civitas share at $30.29. 3. Implied sale price is below analyst targets for Civitas, affecting stock value. 4. SM's stock price dropped post-announcement, diminishing Civitas shareholders' value. 5. Civitas's 52-week high suggests the proposed transaction may be opportunistic.

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FAQ

Why Bearish?

The proposed sale price is significantly below analyst targets and the 52-week high. Historically, such discrepancies have led to stock sell-offs or increased scrutiny, as seen in other merger situations.

How important is it?

The ongoing investigation and stock movement may significantly influence investor decisions regarding Civitas. Market sensitivity to perceived fairness in mergers raises this score.

Why Short Term?

The investigation could lead to immediate reactions from investors, however, the merger's future status remains unclear. Quick shifts in sentiment around spring market activities further support short-term impact.

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SM
MONSEY, N.Y., Nov. 03, 2025 (GLOBE NEWSWIRE) -- The law firm of Wohl & Fruchter LLP is investigating the fairness of the proposed sale of Civitas Resources Inc. (NYSE: CIVI) (“Civitas”) to SM Energy Company (NYSE: SM) pursuant to which Civitas shareholders will receive 1.45 SM shares for each Civitas share held at closing, for an implied sale price of $30.29 per share, based on the closing price of SM as of October 31, 2025. The stock price of SM, however, has fallen since the deal was announced, thus reducing the value of the consideration to Civitas stockholders. Moreover, the implied sale price of $30.29 per share is well below the price targets for Civitas of multiple Wall Street analysts, as per the list below (source: TipRanks). Finally, the implied sale price is well below Civitas’s 52-week high of $55.35 per share, which suggests an opportunistic purchase. If you remain a Civitas shareholder and have concerns about the fairness of the proposed merger, you may contact our firm at the following link to discuss your legal rights at no charge: https://wohlfruchter.com/cases/civitas-resources/ Alternatively, you may contact us by phone at 866-833-6245, or via email at alerts@wohlfruchter.com. Why is there an investigation? On November 3, 2025, Civitas announced that it had agreed to be sold to SM Energy in a transaction pursuant to which Civitas shareholders will receive 1.45 SM shares for each Civitas share held at closing, for an implied sale price of $30.29 per share, based on the closing price of SM as of October 31, 2025. The stock price of SM, however, has fallen since the deal was announced, thus reducing the value of the consideration to Civitas stockholders. Moreover, the implied sale price of $30.29 per share is well below the price targets for Civitas of multiple Wall Street analysts (source: TipRanks), including: Mark Lear of Piper Sandler ($47.00 per share)William Janela of Mizuho Securities ($45.00 per share)Scott Hanold of RBC Capital ($40.00 per share)Devin McDermott of Morgan Stanley ($39.00 per share)Josh Silverstein of UBS ($38.00 per share) Finally, the implied sale price is well below Civitas’s 52-week high of $55.35 per share, which suggests an opportunistic purchase. “We are investigating whether the Civitas Board of Directors acted in the best interests of Civitas shareholders in approving the merger,” explained Joshua Fruchter, a founding partner of Wohl & Fruchter. “This includes whether the exchange ratio agreed upon is fair to Civitas shareholders, and whether all material information regarding the transaction has been fully disclosed.” About Wohl & Fruchter Wohl & Fruchter LLP has for over a decade been representing investors in litigation arising from fraud and other corporate misconduct, and recovered hundreds of millions of dollars in damages for investors. Please visit our website, www.wohlfruchter.com, to learn more about our Firm, or contact one of our partners. Contact:Wohl & Fruchter LLPJoshua E. Fruchter Toll Free 866.833.6245alerts@wohlfruchter.com www.wohlfruchter.com

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