Williams Board Unanimously Committed to
Enforcing Williams’ Rights and Delivering Benefits of Merger
Agreement to Williams’ Stockholders
The Williams Companies, Inc. (NYSE: WMB) (“Williams” or “WMB”)
today announced that it has filed an action in the Delaware Court
of Chancery seeking a Declaratory Judgment and Injunction
preventing Energy Transfer Equity, L.P. (NYSE: ETE) (“ETE”) from
terminating or otherwise avoiding its obligations under the Merger
Agreement entered into with Williams on September 28, 2015.
Specifically, the lawsuit asks the Court to prohibit ETE from
relying on either (i) any failure to close the transaction by the
current “Outside Date” of June 28, 2016 or (ii) any failure to
obtain a Section 721(a) tax opinion from Latham & Watkins
LLP (ETE’s outside counsel), as a basis for ETE to avoid fulfilling
its obligation to close the proposed transactions with Williams.
Williams alleges that ETE has breached the Merger Agreement through
a pattern of delay and obstruction designed to allow ETE to avoid
its contractual commitments. Williams believes that the Merger
Agreement prevents ETE from doing so.
The Williams Board is unanimously committed to enforcing
Williams’ rights under the Merger Agreement entered into with ETE
on September 28, 2015 and to delivering the benefits of the Merger
Agreement to Williams’ stockholders. This action was filed with
that goal in mind. The Williams Board has not changed its
recommendation "FOR" the Merger Agreement executed on September 28,
2015.
As previously announced, Williams has commenced separate
litigation against ETE and its chairman and chief executive officer
Kelcy Warren in response to the private offering of Series A
Convertible Preferred Units that ETE disclosed on March 9, 2016.
The litigation against ETE in the Delaware Court of Chancery seeks
to unwind the private offering of Series A Convertible Preferred
Units. The Delaware Court of Chancery has granted Williams’ motion
to expedite the litigation. The litigation against Kelcy Warren in
the district court of Dallas County, Texas, is for tortious, or
wrongful, interference with the Merger Agreement executed on
September 28, 2015 as a result of the private offering of Series A
Convertible Preferred Units.
Williams is committed to mailing the proxy statement, holding
the stockholder vote and closing the transaction as soon as
possible. In addition to the receipt of Williams’ stockholder
approval, the transaction remains subject to other customary
closing conditions. Integration planning is underway.
Williams (NYSE: WMB) is a premier provider of large-scale
infrastructure connecting North American natural gas and natural
gas products to growing demand for cleaner fuel and feedstocks.
Headquartered in Tulsa, Okla., Williams owns approximately 60
percent of Williams Partners L.P. (NYSE: WPZ), including all of the
2 percent general-partner interest. Williams Partners is an
industry-leading, large-cap master limited partnership with
operations across the natural gas value chain from gathering,
processing and interstate transportation of natural gas and natural
gas liquids to petchem production of ethylene, propylene and other
olefins. With major positions in top U.S. supply basins and also in
Canada, Williams Partners owns and operates more than 33,000 miles
of pipelines system wide – including the nation’s largest volume
and fastest growing pipeline – providing natural gas for
clean-power generation, heating and industrial use. Williams
Partners’ operations touch approximately 30 percent of U.S. natural
gas.
Forward-looking Statements
This communication may contain forward-looking
statements. These forward-looking statements include, but are
not limited to, statements regarding the merger of ETE and
Williams, the expected future performance of the combined company
(including expected results of operations and financial guidance),
and the combined company's future financial condition, operating
results, strategy and plans. Forward-looking statements may be
identified by the use of the words "anticipates," "expects,"
"intends," "plans," "should," "could," "would," "may," "will,"
"believes," "estimates," "potential," "target," "opportunity,"
"designed," "create," "predict," "project," "seek," "ongoing,"
"increases" or "continue" and variations or similar expressions.
These statements are based upon the current expectations and
beliefs of management and are subject to numerous assumptions,
risks and uncertainties that change over time and could cause
actual results to differ materially from those described in the
forward-looking statements. These assumptions, risks and
uncertainties include, but are not limited to, assumptions, risks
and uncertainties discussed in the Registration Statement on Form
S-4, filed with the SEC on November 24, 2015, as amended on January
12, 2016, on March 7, 2016, on March 23, 2016, on April 18, 2016
and on May 4, 2016 (the “Form S-4”) and in the most recent Annual
Report on Form 10-K for each of Energy Transfer Equity, L.P.
(“ETE”), Energy Transfer Partners, L.P. (“ETP”), Sunoco Logistics
Partners L.P. (“SXL”), Sunoco, LP (“SUN”), WMB and WPZ filed with
the U.S. Securities and Exchange Commission (the "SEC")
and assumptions, risks and uncertainties relating to the proposed
transaction, as detailed from time to time in the Form S-4 and in
ETE’s, ETP’s, SXL’s, SUN’s, WMB’s and WPZ’s filings with
the SEC, which factors are incorporated herein by reference.
Important factors that could cause actual results to differ
materially from the forward-looking statements we make in this
communication are set forth in the Form S-4 and in other reports or
documents that ETE, ETP, SXL, SUN, WMB and WPZ file from time to
time with the SEC include, but are not limited to: (1) the
ultimate outcome of any business combination transaction between
ETE, Energy Transfer Corp LP (“ETC”) and Williams; (2) the ultimate
outcome and results of integrating the operations of ETE and
Williams, the ultimate outcome of ETE’s operating strategy applied
to Williams and the ultimate ability to realize cost savings
and synergies; (3) the effects of the business combination
transaction of ETE, ETC and Williams, including the combined
company's future financial condition, operating results, strategy
and plans; (4) the ability to obtain required regulatory approvals
and meet other closing conditions to the transaction, including
approval under HSR and Williams stockholder approval, on a timely
basis or at all; (5) the reaction of the companies’ stockholders,
customers, employees and counterparties to the proposed
transaction; (6) diversion of management time on
transaction-related issues; (7) unpredictable economic conditions
in the United States and other markets, including
fluctuations in the market price of ETE common units and ETC common
shares; (8) the ability to obtain the intended tax treatment in
connection with the issuance of ETC common shares to Williams
stockholders; and (9) the ability to maintain Williams’, WPZ’s,
ETP’s, SXL’s and SUN’s current credit ratings. All forward-looking
statements attributable to us or any person acting on our behalf
are expressly qualified in their entirety by this cautionary
statement. Readers are cautioned not to place undue reliance on any
of these forward-looking statements. These forward-looking
statements speak only as of the date hereof. Neither ETE nor
Williams undertakes any obligation to update any of these
forward-looking statements to reflect events or circumstances after
the date of this communication or to reflect actual outcomes.
Additional Information
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended. This communication relates to a
proposed business combination between ETE and Williams. In
furtherance of this proposed business combination and subject to
future developments, ETE, ETC and Williams have filed a
registration statement on Form S-4 with the SEC and other
documents related to the proposed business combination. This
communication is not a substitute for any proxy statement,
registration statement, prospectus or other document ETE, ETC or
Williams may file with the SEC in connection with
the proposed business combination. INVESTORS AND SECURITY HOLDERS
OF ETE AND WILLIAMS ARE URGED TO READ THE REGISTRATION STATEMENT,
PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS THAT HAVE BEEN OR
MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
BUSINESS COMBINATION. Investors and security holders may obtain
free copies of these documents and other documents filed with
the SEC by ETE, ETC and Williams through the website
maintained by the SEC at http://www.sec.gov. Copies
of the documents filed by ETE and ETC with the SEC will
be available free of charge on ETE’s website
at www.energytransfer.com or by contacting Investor
Relations at 214-981-0700 and copies of the documents filed by
Williams with the SEC will be available on Williams’
website at investor.williams.com.
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version on businesswire.com: http://www.businesswire.com/news/home/20160513005939/en/
The Williams Companies, Inc.Investor Relations:John Porter,
918-573-0797 (office)Brett Krieg, 918-573-4614orMedia
Relations:Lance Latham, 918-573-9675orJoele Frank, Wilkinson
Brimmer KatcherDan Katcher / Andrew Siegel / Dan
Moore212-355-4449
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