Williams Cos. Inc. shareholders voted on June 27 for the pipeline company's agreed-upon takeover by rival Energy Transfer Equity, while Williams appeals a court ruling that would allow ETE to walk away from the more than-$20 billion deal.
Williams is appealing a ruling in Delaware Court of Chancery, made on June 24, that said Energy Transfer had not breached the merger agreement by raising tax issues that would prevent the deal from closing by the agreed-upon termination date. The company filed its appeal in the state's supreme court on June 27.
Under the terms of the deal, if the deal is not completed by June 28, ETE can walk away without penalty.
Williams said that more than 80% of the votes cast at its special shareholder meeting were in favor of the deal.
The two companies sued each other in Delaware in May after months of heated disagreement. ETE has been trying for months to back out of a deal that has become less attractive in the wake of oil price fluctuations and a fall in the company's shares.
ETE argues that it is not able to close the deal because its tax advisers at Latham & Watkins could not determine that the deal would be tax-free, as anticipated when the agreement was originally signed.
Court of Chancery Vice Chancellor Sam Glasscock ruled that it was not material whether or not Energy Transfer and its CEO, Dallas billionaire Kelcy Warren, had been trying to break up the deal because he was persuaded that the tax issues uncovered by ETE were valid.
Energy Transfer's Warren set his sights on Williams last year to transform ETE into one of the world's biggest pipeline networks. He launched an unsolicited bid last June and reached a deal in late September that was then worth $33 billion.
The timing was poor. Oil and gas prices dropped significantly after the deal was announced, the companies' shares fell sharply and investors started to worry that the $6 billion cash portion of the deal would saddle ETE with too much debt.
ETE made it clear that it no longer believed the deal was attractive. It slashed estimates for expected cost savings and said it would likely have to cut distributions to shareholders entirely next year if it had to complete the deal. It also said it would have to cut jobs substantially in Williams' home state of Oklahoma.