Williams To Explore Strategic Alternatives
June 21 2015 - 6:16PM
Business Wire
Williams (NYSE: WMB) today announced that its Board of Directors
has authorized a process to explore a range of strategic
alternatives following receipt of an unsolicited proposal to
acquire Williams in an all-equity transaction at a stated per share
price of $64.00. The unsolicited proposal was contingent on the
termination of Williams’ pending acquisition of Williams Partners
L.P. (NYSE: WPZ). With the assistance of its outside financial and
legal advisors, the Williams Board carefully considered the
unsolicited proposal and determined that it significantly
undervalues Williams and would not deliver value commensurate with
what Williams expects to achieve on a standalone basis and through
other growth initiatives, including the pending acquisition of
WPZ.
As previously announced on May 13, 2015, Williams and WPZ have
signed a definitive agreement under which Williams will acquire all
of the public outstanding common units of WPZ in an all
stock-for-unit transaction at a 1.115 ratio of Williams common
shares per unit of WPZ. During its strategic review process,
Williams will continue to work towards the completion of the WPZ
transaction.
Williams has retained Barclays and Lazard to assist in its
review of strategic alternatives, which could include, among other
things, a merger, a sale of Williams or continuing to pursue the
Company’s existing operating and growth plan.
“Our Board and management team remain committed to acting in the
best interests of shareholders, and in light of the unsolicited
proposal, our Board believes it is in the best interest of
shareholders to conduct a thorough evaluation of strategic
alternatives,” said Alan Armstrong, President and Chief Executive
Officer of Williams. “Williams’ premier infrastructure connects the
best natural gas supplies to the best markets, and our strategy has
provided substantial shareholder value allowing us to deliver a
compound annual dividend growth rate of approximately 30% since we
embarked on our strategy in 2012. In addition, we expect the growth
of our business and the benefits from the WPZ transaction to enable
10-15% dividend growth through 2020. We are confident in our
strategic plan and the significant value that will be created
through the acquisition of WPZ and our large portfolio of growth
projects. At the same time, we are open minded and committed to
ensuring that Williams is maximizing value for shareholders.”
There can be no assurance regarding the results of Williams’
review of strategic alternatives. Williams undertakes no obligation
to make any further announcements regarding the exploration of
strategic alternatives unless and until final decisions are
made.
Barclays and Lazard are serving as financial advisors to
Williams. Cravath, Swaine & Moore LLP and Gibson, Dunn &
Crutcher LLP are serving as legal advisors to Williams.
About Williams
Williams (NYSE: WMB) is a premier provider of large-scale
infrastructure to connect 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), including all of the
2 percent general-partner interest. Williams Partners 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, Williams Partners 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. Williams
Partners’ operations touch approximately 30 percent of U.S. natural
gas. www.williams.com
Portions of this document may constitute “forward-looking
statements” as defined by federal law. Although the company
believes any such statements are based on reasonable assumptions,
there is no assurance that actual outcomes will not be materially
different. Any such statements are made in reliance on the “safe
harbor” protections provided under the Private Securities Reform
Act of 1995. Additional information about issues that could lead to
material changes in performance is contained in the company’s
annual reports filed with the Securities and Exchange
Commission.
Important Information:
This document or communication includes important information
about an agreement for the acquisition by The Williams Companies,
Inc. of all publicly held common units of Williams Partners L.P.
Williams and Williams Partners security holders are urged to read
the joint solicitation statement/prospectus regarding the proposed
transaction when it becomes available because it will contain
important information. Investors will be able to obtain a free copy
of the joint solicitation statement/prospectus, as well as other
filings containing information about the proposed transaction,
without charge, at the Securities and Exchange Commission's (the
“SEC”) internet site (http://www.sec.gov). Copies of the joint
solicitation statement/prospectus and the filings with the SEC that
will be incorporated by reference in the joint solicitation
statement/prospectus can also be obtained, without charge, by
directing a request either to The Williams Companies, Inc., One
Williams Center, Tulsa, Oklahoma 74172, Attention: Investor
Relations or to Williams Partners L.P., One Williams Center, Tulsa,
Oklahoma 74172, Attention: Investor Relations.
The respective directors and executive officers of Williams and
Williams Partners may be deemed to be "participants" (as defined in
Schedule 14A under the Exchange Act of 1934, as amended) in respect
of the proposed transaction between Williams and Williams Partners.
Information about Williams' directors and executive officers is
available in Williams' annual report on Form 10-K for the fiscal
year ended December 31, 2014, filed with the SEC on February 25,
2015. Information about Williams Partners' directors and executive
officers is available in WPZ's annual report on Form 10-K for the
fiscal year ended December 31, 2014 filed with the SEC on February
25, 2015. Other information regarding the participants in the
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the joint solicitation statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
This document or communication shall not constitute an offer to
sell or the solicitation of an offer to buy 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
Securities Act of 1933, as amended.
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version on businesswire.com: http://www.businesswire.com/news/home/20150621005044/en/
Media Contact:WilliamsLance Latham, 918-573-9675orJoele
Frank, Wilkinson Brimmer KatcherDan Katcher/Andrew Siegel/Dan
Moore212-355-4449orInvestor Contacts:WilliamsJohn Porter,
918-573-0797orBrett Krieg, 918-573-4614
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