Williams Announces Preliminary Stockholder Merger Consideration Election Results
The Williams Companies, Inc.
3 hours ago http://finance.yahoo.com/news/williams-announces-preliminary-stockholder-merger-131500258.html
TULSA, Okla.--(BUSINESS WIRE)--
The Williams Companies, Inc. (WMB) (“Williams”) today announced the preliminary results of the elections made by its stockholders as to the form of merger consideration they wish to receive in connection with Energy Transfer Equity, L.P.’s (“ETE”) pending acquisition of Williams.
As previously announced, the cash and stock elections will be subject to proration and adjustment procedures that are further described in the merger agreement between Williams and ETE (the “Merger Agreement”). Subject to those proration and adjustment procedures in the Merger Agreement, common stockholders of Williams had the option to elect to receive for each share of Williams common stock (other than Williams shares held by Williams, subsidiaries of Williams, Energy Transfer Corp LP (“ETC”) and its affiliates and shares for which the holder thereof has perfected appraisal rights under Delaware law) the right to:
$8.00 in cash and 1.5274 common shares representing limited partner interests in ETC (“ETC Common Shares”) (the “Mixed Consideration”); or
1.8716 in ETC Common Shares (the “Share Consideration”); or
$43.50 in cash (the “Cash Consideration”).
Based on the information as of the election deadline, 5:00 p.m., Eastern Time, on June 24, 2016 (the “Election Deadline”), the preliminary merger consideration election results were as follows:
Holders of 22,447,733.992 shares of Williams common stock, or approximately 2.859% of the outstanding shares of Williams common stock, elected to receive the Mixed Consideration;
Holders of 25,222,476.625 shares of Williams common stock, or approximately 3.212% of the outstanding shares of Williams common stock, elected to receive the Share Consideration;
Holders of 489,030,749.927 shares of Williams common stock, or approximately 62.291%
of the outstanding shares of Williams common stock, elected to receive the Cash Consideration; and
Holders of 248,375,417.456 shares of Williams common stock, or approximately 31.637% of the outstanding shares of Williams common stock, failed to make a valid election prior to the Election Deadline.
These are preliminary results. After the final results of the merger consideration election process are determined, the final allocation and proration of merger consideration will be calculated in accordance with the terms of the Merger Agreement.
Williams stockholders are reminded that until the consummation of the proposed merger, Williams stockholders will not be able to transfer (including by sale) shares of Williams common stock for which a properly completed Form of Election has been submitted to American Stock Transfer & Trust Company, LLC (“AST”). The date on which the closing of the merger, if any, will occur is not known at this time1 and as a result, the period of time during which the transfer restriction will apply is also unknown. Williams stockholders who have not submitted a properly completed Form of Election to AST are advised that they may still be unable to transfer all or a portion of their shares (including by sale) because, as a result of all shares of Williams common stock for which an election was validly made no longer being transferable, there may be no trading market that will provide holders with adequate liquidity to make the desired transfer.
In addition to the receipt of Williams stockholder approval, the transaction remains subject to other customary closing conditions