According to the Complaint, on January 31, 2017, ONEOK Partners announced that it had entered into an Agreement and Plan of Merger (“Merger Agreement”), pursuant to which ONEOK, Inc. will acquire all of the outstanding common units representing limited partner interests in ONEOK Partners that ONEOK, Inc. and its subsidiaries do not already own, and New Holdings Subsidiary, LLC will be merged with and into ONEOK Partners, with ONEOK Partners surviving as a wholly owned subsidiary of ONEOK, Inc. (the “Proposed Transaction”).
Pursuant to the terms of the Merger Agreement, ONEOK Partners unitholders will receive 0.985 of a share of common stock of ONEOK, Inc. for each ONEOK Partners common unit they own (the “Merger Consideration”). Based on the closing price of ONEOK, Inc. common stock on March 27, 2017, the implied value of the Merger Consideration is approximately $51.71 per ONEOK Partners common unit.
The Complaint alleges on March 7, 2017, in order to convince ONEOK Partners unitholders to vote in favor of the Proposed Transaction, the Board authorized the filing of a materially incomplete and misleading joint proxy statement/prospectus (the “Proxy”) with the Securities and Exchange Commission (“SEC”), in violation of Sections 14(a) and 20(a) of the Exchange Act.
This case was voluntarily dismissed on June 14, 2017.