Energy Transfer & Southern Union Announce Filing of Settlement with Missouri Public Service Commission & Mailing of Merger Co...
17 Février 2012 - 1:00PM
Business Wire
Energy Transfer Equity, L.P. (NYSE:ETE) (“ETE”) and Southern
Union Company (NYSE:SUG) (“Southern Union”) today announced that
they have filed with the Missouri Public Service Commission (the
“Commission”) a Stipulation and Agreement (the “Stipulation”) among
Southern Union, ETE and the Commission Staff. Pursuant to the
Stipulation, the parties recommend that the Commission issue an
order finding that, subject to the conditions therein, the merger
of Sigma Acquisition Corporation, a wholly-owned subsidiary of ETE,
with and into Southern Union is not detrimental to the public
interest and authorizing the undertaking of such merger and related
transactions. Southern Union will survive the merger as a
wholly-owned subsidiary of ETE. The Office of Public Counsel has
indicated that it does not oppose the Stipulation. Southern Union
and ETE have requested that the Commission consider the Stipulation
expeditiously.
Southern Union and ETE further announced that all of the
documents necessary for Southern Union stockholders to make a
merger consideration election in connection with the companies’
proposed merger are being mailed on February 17, 2012 to Southern
Union stockholders of record as of February 10, 2012. The companies
also announced that the election deadline for Southern Union
stockholders to make merger consideration elections is currently
expected to be 5:00 p.m., Eastern Time, on March 19, 2012 (or such
other later date as ETE and Southern Union shall agree).
Southern Union stockholders of record wishing to make an
election regarding the form of consideration they would prefer to
receive must deliver prior to the election deadline to
Computershare Trust Company, N.A., the exchange agent for the
merger, the following: properly completed election forms and
letters of transmittal, together with either their (i) stock
certificates or confirmation of book-entry transfer, as applicable,
or (ii) properly completed notices of guaranteed delivery. ETE and
Southern Union will publicly announce the election deadline at
least five business days prior to such deadline, but Southern Union
stockholders are encouraged to return the election forms and
letters of transmittal as promptly as practicable. Up-to-date
information regarding the election deadline may be obtained by
calling Innisfree M&A Incorporated (“Innisfree”), the
information agent for the merger, at (877) 825-8906 (toll-free) or
(212) 750-5833 (collect).
The merger was overwhelmingly approved by a vote of Southern
Union stockholders at a special meeting on December 9, 2011. ETE
and Southern Union are working towards completing the merger
promptly, subject to receipt of approval of the Commission as
described above and satisfaction of other usual and customary
closing conditions. However, no assurance can be given as to when,
or whether, the merger will be completed.
Under the merger agreement, Southern Union stockholders may
elect to exchange each outstanding share of Southern Union common
stock for either $44.25 in cash or 1.00x ETE common unit. The
maximum cash component is 60% of the aggregate merger consideration
and the common unit component can fluctuate between 40% and 50%.
Elections in excess of either the cash or common unit limits will
be subject to proration.
An election for ETE common units will be deemed to have been
made for any Southern Union shares for which no effective election
has been made by the election deadline. After Southern Union
stockholders have submitted their election forms and letters of
transmittal to the exchange agent, they will not be able to trade
their shares of Southern Union common stock unless their elections
are properly revoked prior to the election deadline.
About Energy Transfer Equity, L.P. (NYSE:ETE) is a
publicly traded partnership, which owns the general partner and 100
percent of the incentive distribution rights (IDRs) of Energy
Transfer Partners, L.P. (NYSE:ETP) and approximately
50.2 million ETP limited partner units; and owns the general
partner and 100 percent of the IDRs of Regency Energy Partners LP
(NYSE:RGP) and approximately 26.3 million RGP limited partner
units. For more information, visit the Energy Transfer Equity, L.P.
web site at www.energytransfer.com.
About Southern Union Company (NYSE:SUG), headquartered in
Houston, is one of the nation’s leading diversified natural gas
companies, engaged primarily in the transportation, storage,
gathering, processing and distribution of natural gas. Southern
Union owns and operates one of the nation’s largest natural gas
pipeline systems with more than 20,000 miles of gathering and
transportation pipelines and one of North America’s largest
liquefied natural gas import terminals, along with serving more
than half a million natural gas end-user customers in Missouri and
Massachusetts. For further information, visit www.sug.com.
Forward-Looking Statements
This press release may include certain statements concerning
expectations for the future, including statements regarding the
anticipated benefits and other aspects of the proposed transaction
described above, that are forward-looking statements as defined by
federal law. Such forward-looking statements are subject to a
variety of known and unknown risks, uncertainties, and other
factors that are difficult to predict and many of which are beyond
the control of the management teams of ETE or Southern Union. Among
those is the risk that conditions to closing the transaction are
not met or that the anticipated benefits from the proposed
transaction cannot be fully realized. An extensive list of factors
that can affect future results are discussed in the reports filed
with the Securities and Exchange Commission (the “SEC”) by ETE and
Southern Union. Neither ETE nor Southern Union undertakes any
obligation to update or revise any forward-looking statement to
reflect new information or events.
Additional Information
In connection with the proposed merger, ETE filed with the SEC a
Registration Statement on Form S-4 that included a proxy
statement/prospectus. The Registration Statement was declared
effective on October 27, 2011. Southern Union mailed the
definitive proxy statement/prospectus to its stockholders on or
about October 27, 2011 and again on February 17,
2012. Investors and security holders are urged to carefully
read the definitive proxy statement/prospectus because it contains
important information regarding ETE, Southern Union and the
merger.
Investors and security holders may obtain a free copy of the
definitive proxy statement/prospectus and other documents filed by
ETE and Southern Union with the SEC at the SEC’s website,
www.sec.gov. The definitive proxy statement/prospectus and such
other documents relating to ETE may also be obtained free of charge
by directing a request to Energy Transfer Equity, L.P., Attn:
Investor Relations, 3738 Oak Lawn Avenue, Dallas, Texas 75219, or
from ETE’s website, www.energytransfer.com. The definitive proxy
statement/prospectus and such other documents relating to Southern
Union may also be obtained free of charge by directing a request to
Southern Union Company, Attn: Investor Relations, 5051 Westheimer
Road, Houston, Texas 77056, or from the Company’s website,
www.sug.com.
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