Company Website:
http://www.energytransfer.com
DALLAS -- (Business Wire)
In response to inquiries from stockholders, Energy Transfer Equity,
L.P. (NYSE: ETE) (“ETE”) today stated that despite recent turmoil in
the world energy and financial markets, it is confirming its merger
proposal, under which ETE would acquire all of the outstanding common
stock of The Williams Companies, Inc. (NYSE: WMB) ("Williams" or "WMB")
at a fixed exchange ratio of 0.9358 ETE Corp shares for each Williams
share, representing a 32.4% premium to the Williams common share closing
price as of June 19, 2015, based on ETE’s unit price on the same date.
Despite comments made by Williams management to research analysts and
WMB stockholders, ETE continues to be open to engaging in the strategic
alternatives process announced by Williams, but only if it is fair and
evenhanded and is not designed to disadvantage ETE (and ultimately WMB
shareholders) or unduly restrict ETE’s ability to pursue the proposed
transaction.
Regardless of whether ETE participates in the Williams process, ETE is
ready to provide confidential information to WMB without material
restrictions so that WMB and its Board can understand what ETE believes
to be the truly unique and compelling investment and return
characteristics available to the Williams stockholder from this
combination.
In the event that ETE is unable to participate in the Williams process,
ETE remains fully committed to taking the necessary steps to implement
the proposed transaction with Williams (including soliciting against the
Williams and Williams Partners L.P. (NYSE: WPZ) merger).
ETE continues to strongly believe that a merger with Williams and the
addition of WPZ to its family of partnerships would create significantly
more value for the Williams stockholders than the proposed merger of
Williams and WPZ.
For additional information regarding ETE’s merger proposal, reference is
made to ETE’s June 2, 2015 press release available on ETE’s website at www.energytransfer.com.
Energy Transfer Equity, L.P. (NYSE:ETE) is a master limited
partnership which owns the general partner and 100% of the incentive
distribution rights (IDRs) of Energy Transfer Partners, L.P. (NYSE:
ETP), approximately 23.6 million ETP common units, approximately 81.0
million ETP Class H Units, which track 90% of the underlying economics
of the general partner interest and IDRs of Sunoco Logistics Partners
L.P. (NYSE: SXL), and 100 ETP Class I Units. On a consolidated basis,
ETE’s family of companies owns and operates approximately 71,000 miles
of natural gas, natural gas liquids, refined products, and crude oil
pipelines.
Forward-looking Statements
This communication may contain forward-looking statements. These
forward-looking statements include, but are not limited to, statements
regarding ETE’s offer to acquire Williams, its expected future
performance (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 most recent Annual Report on Form 10-K
and Quarterly Report on Form 10-Q for each of ETE, ETP and SXL 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 ETE’s, ETP’s and SXL’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 other reports or documents that ETE, ETP
and SXL file from time to time with the SEC include, but are not limited
to: (1) the ultimate outcome of any potential business combination
transaction between ETE, ETE Corp and Williams including the
possibilities that ETE will not pursue a transaction with Williams and
that Williams will continue to reject a transaction with ETE and fail to
terminate its existing merger agreement with WPZ; (2) if a transaction
between ETE, ETE Corp and Williams were to occur, 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, ETE Corp 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 the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, 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 ETE Corp common shares; (8) the ability to obtain the intended
tax treatment in connection with the issuance of ETE common shares to
Williams stockholders; (9) the ability to maintain Williams’ and WPZ’s
current credit ratings and (10) the risks and uncertainties detailed
by Williams and WPZ with respect to their respective businesses as
described in their respective reports and documents filed with the SEC.
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. ETE undertakes no
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 proposal which ETE has made for a business
combination transaction with Williams. In furtherance of this proposal
and subject to future developments, ETE and ETE Corp (and, if a
negotiated transaction is agreed, Williams) may file one or more
registration statements, proxy statements or other documents with
the SEC. This communication is not a substitute for any proxy statement,
registration statement, prospectus or other document ETE, ETE Corp or
Williams may file with the SEC in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS OF ETE AND Williams ARE
URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT, PROSPECTUS
AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF
AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION TRANSACTION. Any
definitive proxy statement(s) (if and when available) will be mailed to
stockholders of Williams. Investors and security holders will be able to
obtain free copies of these documents (if and when available) and other
documents filed with the SEC by ETE through the web site maintained by
the SEC at http://www.sec.gov.
Copies of the documents filed by ETE and ETE Corp 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.
ETE and its directors, executive officers and other members of
management and employees may be deemed to be participants in the
solicitation of proxies in respect of the proposed transaction.
Information regarding the directors and officers of ETE’s general
partner is contained in ETE’s Annual Report on Form 10-K filed with the
SEC on March 2, 2015 (as it may be amended from time to time).
Additional information regarding the interests of such potential
participants will be included in the proxy statement/prospectus and
other relevant documents filed with the SEC if and when they become
available. Investors should read the proxy statement/prospectus
carefully when it becomes available before making any voting or
investment decisions. You may obtain free copies of these documents from
ETE using the sources indicated above.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150707006606/en/
Contacts:
Investor Relations:
Energy Transfer
Brent Ratliff,
214-981-0795
or
Lyndsay Hannah, 214-840-5477
or
Innisfree
M&A Incorporated
Arthur Crozier / Jennifer Shotwell / Scott
Winter
212-750-5833
or
Media Relations:
Granado
Communications Group
Vicki Granado, 214-599-8785
Cell:
214-498-9272
or
Brunswick Group
Steve Lipin, 212-333-3810
or
Mark
Palmer, 214-254-3790
Source: Energy Transfer Equity, L.P.
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