Williams Cos. Inc. (WMB)

[eastunder]

Williams Files Lawsuit Seeking to Prevent ETE from Avoiding Its Obligations under the Merger Agreement


Williams Board Unanimously Committed to Enforcing Williams’ Rights and Delivering Benefits of Merger Agreement to Williams’ Stockholders

Business Wire
The Williams Companies, Inc.
May 13, 2016 9:25 PM

http://finance.yahoo.com/news/williams-files-lawsuit-seeking-prevent-012500934.html



The Williams Companies, Inc. (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. (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.