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 very own company to support a $20 billion merger along with pipeline company Energy Exchange Equity LP, which ETE lawyers sought to depict as proof that Williams misrepresented its board's support for the deal.
The 2 companies are suing each other as Energy Exchange Equity, or ETE, looks for a way to back again out of the offer, which would create one of the T.Co world's biggest operators of pipeline to carry oil and fuel.
The two-day trial in Delaware's Court of Chancery before Vice Chancellor Sam Glasscock opened on Monday.
Williams is asking the particular judge to force ETE to complete the takeover, alleging that the business and its chief professional, Dallas billionaire Kelcy Warren, have purposely worked in order to scuttle the agreed-upon offer.
ETE has countersued, quarrelling that Williams has breached the merger agreement, in part by misrepresenting the level of its board's support for the deal.
On Monday, ETE lawyers played video deposition testimony of director Kathleen Cooper which they said illustrated that Williams board members were threatened using the danger of a campaign to get them removed if these people failed to support the deal.
Cooper voted against the deal. She was amongst the five directors upon Williams' 13-member board that did not back the particular takeover.
Asked during the girl deposition earlier this 30 days if she had felt threatened to change her vote, she said she did.
Williams' chairman, Frank MacInnis, downplayed Cooper's testimony and said the table discussed the possible fall-out from a vote towards the deal.
"There was never a threat, inch MacInnis told the court.



BUYER'S REMORSE
The two-day trial arrives just days before a scheduled June 27 election by Williams shareholders upon whether they want to accept the deal proposed in September by ETE.
Whilst the deal was long-sought by Warren, Williams mentioned he soon came lower with buyer's remorse and began to search with regard to a solution as an energy price slump deepened.
ETE has made obvious that it believes the deal has ceased to be attractive. This has slashed estimates regarding expected cost savings and said it would probably have to cut distributions to shareholders entirely next yr if it has to full the deal.
ETE provides argued the deal are not able to close because its attorneys at Latham & Watkins were unable to declare that will it would be tax-free. The particular company originally raised the tax problem in 04 and rejected two possible solutions proposed by Williams.
Williams sued in-may, accusing Warren of failing in order to meet its obligation to try to get the merger done simply by June 28, when ETE can walk away with out penalty.
Williams' legal team on Monday showed the video deposition of Jamie Welch, who was fired earlier this year as ETE's chief financial officer.
He said that as earlier as January, Warren got grown opposed to the deal. He began pressing his management team and lawyers to understand ETE's rights with respect to terminating the particular deal.
"He feared for the future of the Energy Move enterprise if the deal with Williams had to close up on its current terms, " Welch said within the video played in court. He said Warren feared an "implosion" of the business. (Additional reporting by Michael Erman in New York; Editing by Matthew Lewis)