Updated June 29 to include new information.
Energy Transfer Equity LP (ETE), Dallas, declared the death of its merger agreement with Williams Cos. Inc., Tulsa, after Williams shareholders approved the deal.
ETE has been trying to cancel the $37.7-billion transaction, announced last September, over continuing objections of the company that once resisted its overtures (OGJ Online, Sept. 28, 2015).
In the announcement of its shareholders’ vote on June 27, Williams said it was appealing to the Delaware Supreme Court a June 24 Delaware Court of Chancery opinion upholding ETE’s right to escape the deal.
The contested opinion said ETE was contractually entitled to end the merger if its legal advisers couldn’t deliver a required tax opinion by June 28. The opinion wasn’t delivered.
ETE acknowledged the Williams appeal in its June 29 announcement that it was ending the merger agreement, which called for Williams to become part of ETE affiliate Energy Transfer Corp. LP.
Williams rejected ETE’s first, unsolicited takeover bid in June 2015, an all-equity transaction valued at $53.1 billion. The later proposal gave Williams shareholders options to receive shares or cash.
Williams issued a statement disputing ETE’s right to end the merger, saying it will seek monetary damages. It said ETE breached the agreement “by (among other reasons) failing to cooperate and use necessary efforts to satisfy the conditions to closing.”
Williams said it “recognizes the practical fact that ETE has refused to close the merger” and will focus on operations.
