Williams Recommends Stockholders Vote “FOR” the
Merger Agreement with ETE at Special Meeting of Williams
Stockholders on June 27, 2016
The Williams Companies, Inc. (NYSE:WMB) (“Williams”) today
issued the following statement regarding the Delaware Court of
Chancery’s ruling relating to the Merger Agreement between Williams
and Energy Transfer Equity, L.P. (NYSE:ETE) (“ETE”):
While we appreciate the Court’s consideration
of this matter, Williams does not believe ETE has a right to
terminate the Merger Agreement because ETE has 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
committed to closing the merger under the Merger Agreement entered
into with ETE on September 28, 2015. If ETE attempts to terminate
the Merger Agreement, Williams will take appropriate actions to
enforce its rights under the Merger Agreement and deliver its
benefits to Williams’ stockholders.
The Williams Board continues to recommend
that stockholders vote "FOR" the merger agreement with ETE. The
cash and stock transaction with ETE will provide Williams
stockholders a significant premium, meaningful participation in the
upside of combined company and value certainty through the cash
component.
The special meeting of stockholders will be held on Monday, June
27, 2016 at 9:00 a.m. (Central Daylight Time) at the Williams
Resource Center Theater, One Williams Center, Tulsa, Oklahoma.
Williams’ stockholders of record as of the close of business on May
19, 2016 are entitled to vote at the meeting.
Williams (NYSE: WMB) is a premier provider of large-scale
infrastructure connecting North American natural gas and natural
gas products to growing demand for cleaner fuel and feedstocks.
Headquartered in Tulsa, Okla., Williams owns approximately 60
percent of Williams Partners L.P. (NYSE: WPZ) (“WPZ”), including
all of the 2 percent general-partner interest. WPZ is an
industry-leading, large-cap master limited partnership with
operations across the natural gas value chain from gathering,
processing and interstate transportation of natural gas and natural
gas liquids to petchem production of ethylene, propylene and other
olefins. With major positions in top U.S. supply basins and also in
Canada, WPZ owns and operates more than 33,000 miles of pipelines
system wide – including the nation’s largest volume and fastest
growing pipeline – providing natural gas for clean-power
generation, heating and industrial use. WPZ’s operations touch
approximately 30 percent of U.S. natural gas.
Forward-looking Statements
This communication may contain forward-looking statements. These
forward-looking statements include, but are not limited to,
statements regarding the merger of ETE and Williams, the expected
future performance of the combined company (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
Registration Statement on Form S-4 which was declared effective by
the U.S. Securities and Exchange Commission (the “SEC”) on May 25,
2016 (the “Form S-4”) and in the most recent Annual Report on Form
10-K for each of ETE, Energy Transfer Partners, L.P. (NYSE: ETP)
(“ETP”), Sunoco Logistics Partners L.P. (NYSE: SXL) (“SXL”), Sunoco
LP (NYSE: SUN) (“SUN”), Williams and WPZ filed with the SEC and
assumptions, risks and uncertainties relating to the proposed
transaction, as detailed from time to time in the Form S-4 and in
ETE’s, ETP’s, SXL’s, SUN’s, Williams’ and WPZ’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 the Form S-4 and in other reports or documents that
ETE, ETP, SXL, SUN, Williams and WPZ file from time to time with
the SEC include, but are not limited to: (1) the ultimate outcome
of any business combination transaction between ETE, Energy
Transfer Corp LP (“ETC”) and Williams; (2) 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, ETC and
Williams, including the combined company's future financial
condition, operating results, strategy and plans; (4) the ability
to meet the closing conditions to the transaction, including
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
ETC common shares; (8) the ability to obtain the intended tax
treatment in connection with the issuance of ETC common shares to
Williams stockholders; and (9) the ability to maintain Williams’,
WPZ’s, ETP’s, SXL’s and SUN’s current credit ratings. 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.
Neither ETE nor Williams undertakes any 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
proposed business combination between ETE and Williams. In
furtherance of this proposed business combination and subject to
future developments, ETE, ETC and Williams have filed a
registration statement on Form S-4 with the SEC and a proxy
statement/prospectus of Williams and other documents related to the
proposed business combination. This communication is not a
substitute for any proxy statement, registration statement,
prospectus or other document ETE, ETC or Williams may file with the
SEC in connection with the proposed business combination. The
registration statement was declared effective by the SEC on May 25,
2016. INVESTORS AND SECURITY HOLDERS OF ETE AND WILLIAMS ARE URGED
TO READ THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND
OTHER DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION.
Definitive proxy statement(s) were mailed to stockholders of
Williams beginning on May 25, 2016 and amended by Amendment No. 1
on June 3, 2016 and by Amendment No. 2 on June 17, 2016. Investors
and security holders may obtain free copies of these documents and
other documents filed with the SEC by ETE, ETC and Williams through
the website maintained by the SEC at http://www.sec.gov. Copies of
the documents filed by ETE and ETC 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 and copies of the
documents filed by Williams with the SEC will be available on
Williams’ website at investor.williams.com.
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 February 29, 2016 (as it may be amended from time to
time). Additional information regarding the interests of such
potential participants is included in the proxy
statement/prospectus and other relevant documents filed with the
SEC. Investors should read the proxy statement/prospectus carefully
before making any voting or investment decisions. You may obtain
free copies of these documents from ETE using the sources indicated
above.
Williams 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 Williams is
contained in Williams’ Annual Report on Form 10-K filed with the
SEC on February 26, 2016 (as it may be amended from time to time).
Additional information regarding the interests of such potential
participants is included in the proxy statement/prospectus and
other relevant documents filed with the SEC. Investors should read
the proxy statement/prospectus carefully before making any voting
or investment decisions. You may obtain free copies of these
documents from Williams using the sources indicated above.
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version on businesswire.com: http://www.businesswire.com/news/home/20160624005763/en/
The Williams Companies, Inc.Investor Relations:John
Porter, 918-573-0797Brett Krieg, 918-573-4614orMedia
Relations:Lance Latham, 918-573-9675orJoele Frank, Wilkinson
Brimmer KatcherDan Katcher/Andrew Siegel/ Dan Moore,
212-355-4449
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