An investigation on behalf of investors, who currently hold units of Andeavor Logistics LP (NYSE: ANDX), was announced concerning whether the takeover of Andeavor Logistics LP is unfair to NYSE: ANDX unitholders.

The investigation by a law firm concerns whether certain officers and directors of Andeavor Logistics LP breached their fiduciary duties owed to NYSE: ANDX investors in connection with the proposed acquisition.

Findlay, OH based Andeavor Logistics LP operates as a diversified midstream company in the United States. On May 8, 2019, Marathon Petroleum Corporation (NYSE: MPC), MPLX LP (NYSE: MPLX), and Andeavor Logistics LP (NYSE: ANDX) announced that the two midstream companies have entered into a definitive merger agreement whereby MPLX will acquire Andeavor Logistics LP (NYSE: ANDX) in a unit-for-unit transaction at a blended exchange ratio of 1.07x. Under the terms of the merger agreement, ANDX public unitholders will receive 1.135x MPLX LP (NYSE: MPLX) common units for each Andeavor Logistics LP (NYSE: ANDX) common unit held. Based on a closing price of $31.53 per NYSE: MPLX investors in NYSE:ANDX will receive a value of apoprixmately $35.78 per NYSE: ANDX unit they hold.

However, given that at least one analyst has set the high target price for NYSE: ANDX units at $42.00 per unit and that NYSE: ANDX units traded in the open market as recently as September 2018 as high at $50.82 per unit, the investigation concerns whether the offer is unfair to Andeavor Logistics LP (NYSE: ANDX stockholders.

In addition, given that as part of the transaction, Andeavor Logistics' General Partner and an Marathon Petroleum Corporation subsidiary, together representing approximately 64% of ANDX's common units, have already entered into a support agreement pursuant to which those entities have agreed to deliver written consents approving the transaction, the investigation concerns whether the NYSE: ANDX Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.