Investigation Overview
An investigation on behalf of investors of Enterprise GP Holdings L.P. (NYSE:EPE) over potential breaches of fiduciary duty by the EPE board of directors in connection with the proposed takeover of Enterprise GP Holdings L.P. by Enterprise Products Partners L.P. was announced.
The investigation by a law firm concerns whether Enterprise GP Holdings L.P. (NYSE:EPE) and its Board breached their fiduciary duties in connection with the proposed takeover. Enterprise GP Holdings L.P., located in Houston, Texas, is a limited partnership company. The Partnerships business consists of the ownership of general and limited partner interests of publicly traded partnerships engaged in the midstream energy industry and related businesses. Enterprise GP Holdings L.P. reported in 2006 $23.61215billion in Revenue, in 2007 $26.7138billion, in 2008 $35.4696billion, and in 2009 $25.5109billion. Its Net Income went from $133.89million in 2006 to $204.10million in 2009.
On Tuesday, September 07, 2010, Enterprise Products Partners L.P. (NYSE:EPD) and Enterprise GP Holdings L.P. (NYSE:EPE) announced an agreement that would result in the merger of EPE with a wholly owned subsidiary of EPD through a unit-for-unit exchange. Under the terms of the agreement, EPE unitholders would receive 1.5 EPD common units in exchange for each EPE limited partner unit they own at closing, for an implied value of $57.68 per unit based on EPD's closing price on September 3, 2010.According to Enterprise GP Holdings L.P. the offer represents a premium of approximately 16 percent based on the closing prices of each equity security on September 3, 2010.
But the investigation by a law firm concerns whether the Enterprise GP Holdings Board of Directors breached their fiduciary duties to Enterprise GP Holdings L.P. (NYSE:EPE) stockholders by failing to undertake an adequate and fair sales process, adequately shop Enterprise GP Holdings L.P. before entering into the transaction, and whether the proposed transaction undervalues Enterprise GP shares and by how much this proposed transaction undervalues the Company to the detriment of Enterprise GP shareholders. In connection with this transaction, certain affiliates of Enterprise Products Company that own approximately 76 percent of the total number of outstanding Enterprise GP Holdings L.P. EPE units have executed a support agreement pursuant to which they have agreed to vote their EPE units in favor of the merger. In addition even though Enterprise GP Holdings L.P. units traded on the last trading day before the announcement at almost $50 per unit and increased in response to the announcement to over $56 per share or almost 12%, at least one financial analyst values Enterprise GP' common stock at $60.00 per share, which is $2.32 higher than implied value of EPD's offer.