Williams director felt threatened to back ETE deal -trial
By Tom Hals
GEORGETOWN, De., June 20 (Reuters) - A Williams Cos Incorporation board member testified the girl felt pressured by her own company to support the $20 billion merger with pipeline company Energy Move Equity LP, which ETE lawyers sought to depict as proof that Williams misrepresented its board's assistance for the deal.
The two companies are suing every other as Energy Exchange Equity, or ETE, searches for a way to back again out of the offer, which would create one of the world's largest operators of pipeline in order to carry oil and fuel.
The two-day trial within Delaware's Court of Chancery before Vice Chancellor Mike Glasscock opened on Monday.
Williams is asking the particular judge to force ETE to complete the takeover, alleging that the organization and its chief professional, Dallas billionaire Kelcy Warren, have purposely worked to scuttle the agreed-upon deal.
ETE has countersued, quarrelling that Williams has breached the merger agreement, within part by misrepresenting the level of its board's support for the offer.
On Monday, ETE lawyers played video deposition accounts of director Kathleen Cooper which they said illustrated that Williams board members were threatened with the risk of a campaign to have them removed if they failed to support the deal.
Cooper voted against the deal. She was among the five directors on Williams' 13-member board who else did not back the particular takeover.
Asked during her deposition earlier this month if she had sensed threatened to change the girl vote, she said the girl did.
Williams' bokepindo streaming chairman, Honest MacInnis, downplayed Cooper's testimony and said the board discussed the possible fall-out from a vote towards the deal.
"There has been never a threat, inch MacInnis told the courtroom.
BUYER'S REMORSE
The two-day trial comes just days before the scheduled June 27 vote by Williams shareholders upon whether they want in order to accept the offer proposed within September by ETE.
Whilst the deal was long-sought by Warren, Williams said he soon came straight down with buyer's remorse and began to search for a solution as an energy price slump deepened.
ETE has made very clear that it believes the deal is no longer attractive. This has slashed estimates for expected cost savings and said it would probably have to cut distributions in order to shareholders entirely next 12 months if it needs to total the deal.
ETE has argued the deal cannot close because its attorneys at Latham & Watkins were unable to declare that it will be tax-free. The particular company originally raised the tax problem in Apr and rejected two achievable solutions proposed by Williams.
Williams sued in-may, accusing Warren of failing to meet its obligation to get the merger done by June 28, when ETE can walk away with out penalty.
Williams' legal team on Monday showed a video deposition of Jamie Welch, who had been fired previously this year as ETE's chief financial officer.
He said that as early as January, Warren experienced grown opposed to the offer. He began pressing their management team and attorneys to comprehend ETE's rights with respect to terminating the deal.
"He feared for future years of the Energy Exchange enterprise if the offer with Williams needed to close on its current conditions, " Welch said in the video played within court. He said Warren feared an "implosion" of the business. (Additional reporting by Michael Erman in Ny; Editing by Matthew Lewis)