Williams Stockholders approve merger with ETE, launches appeal to merger ruling

If ETE terminates the merger, Williams says it will take appropriate actions to enforce its rights under the agreement and deliver benefits to their stockholders

TULSA, Okla.- The Williams Companies stockholders voted to approve the previously announced merger agreement with Energy Transfer Equity, L.P.

This comes on the heels of a Delaware Court ruling that would allow the pipeline operator ETE to walk away from its more than $20 billion takeover of rival Williams Cos Inc, a deal Energy Transfer agreed to in Sept. but soured on in Jan.

ETE argued that it’s not able to close the deal because its tax advisers at Latham & Watkins could not determine that it would be tax-free, as anticipated when the agreement was originally signed.

At a meeting, 477,466,993 shares or more than 80 per cent of votes cast at the meeting voted in favor of the merger, representing more than 63 per cent of all outstanding shares of Williams common stock.

In addition, 442,806,585 shares, more than 80 per cent of votes cast approved on an advisory basis certain compensatory arrangements between Williams and its named executive officers relating to the merger, representing approximately 59 per cent of all shares of common stock.

At completion of the merger, each share of Williams common stock will receive $8.00 in cash and 1.5274 common shares in ETC, 1.87 ETC common shares or $43.50 in cash.

The merger was announced on Sept. 28, 2015 and the final voting results will also be disclosed in a report on form 8-K to be filed with the Securities and Exchange Commission.

Williams today also filed papers commencing an appeal in the Delaware Supreme Court of the Delaware Court of Chancery’s June 24, 2016 ruling relating to the agreement between the two companies.

They do not believe ETE has a right to terminate the merger because they breached the merger agreement by failing to cooperate and use necessary efforts to satisfy the conditions to closing, including delivery of Latham & Watkins LLP’s Section 721(a) tax opinion.

Williams remains ready, willing and able to close the merger entered into with ETE on Sept. 28, 2015.

If ETE terminates the merger, Williams says it will take appropriate actions to enforce its rights under the agreement and deliver benefits to Williams’ stockholders.