Williams director felt threatened to back ETE deal -trial

By Tom Hals
GEORGETOWN, De., June 20 (Reuters) -- A Williams Cos Incorporation board member testified she felt pressured by her own company to support the $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 that deal.
The 2 companies are suing every other as Energy Move Equity, or ETE, searches for a way to back out of the deal, which would create 1 of the world's biggest 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 company 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, within part by misrepresenting the level of its board's support for the offer.
On Monday, ETE lawyers played video deposition account of director Kathleen Cooper which they said highlighted that Williams board users were threatened with the risk of a campaign to have them removed if they failed to support the deal.
Cooper voted against the particular 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 experienced threatened to change the girl vote, she said the girl did.
Williams' chairman, Honest MacInnis, downplayed Cooper's testimony and said the table discussed the possible fall-out from a vote against the deal.
"There has been never a threat, " MacInnis told the court.

BUYER'S REMORSE
The two-day trial comes just days before the scheduled June 27 election by Williams shareholders on whether they want to accept the deal proposed within September by ETE.
Whilst the deal was long-sought by Warren, Williams mentioned he soon came down with buyer's remorse and began to search with regard to a solution as a good energy price slump deepened.
ETE has made very clear that it believes the particular deal has ceased to be attractive. This has slashed estimates with regard to expected cost savings and said it would probably have to cut distributions to shareholders entirely next year if it has to total the deal.
ETE offers argued the deal are unable to close because its attorneys at Latham & Watkins were unable to declare that will it will be tax-free. The company originally raised the particular tax problem in Apr and rejected two feasible solutions proposed by Williams.
Williams sued in May, accusing Warren of failing to meet its obligation to try 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 earlier this year as ETE's chief financial officer.
This individual said that as earlier as January, Warren experienced grown opposed to the offer. https://t.co/9Bz2VGcmvI He began pressing their management team and lawyers to comprehend ETE's rights along with respect to terminating the deal.
"He feared for future years of the Energy Transfer enterprise if the deal with Williams had to close up on its current conditions, " Welch said within the video played within court. He said Warren feared an "implosion" of the business. (Additional reporting simply by Michael Erman in Nyc; Editing by Matthew Lewis)