Investigation Overview
April 13, 2015 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of QEP Midstream Partners LP (NYSE:QEPM), was announced concerning whether the takeover of QEP Midstream Partners LP by Tesoro Logistics LP for a value of $17.09 per share is unfair to NYSE:QEPM stockholders.
The investigation by a law firm concerns whether certain officers and directors of QEP Midstream Partners LP breached their fiduciary duties owed to NYSE:QEPM investors in connection with the proposed acquisition.
On April 6, 2015, Tesoro Logistics LP (NYSE:TLLP) and QEP Midstream Partners, LP (NYSE:QEPM) announced the signing of a merger agreement whereby TLLP will acquire QEP Midstream Partners, LP in a unit-for-unit exchange. Under the terms of the proposed transaction, QEP Midstream Partners, LP public unitholders will receive 0.3088 Tesoro Logistics LP (NYSE:TLLP) common units for each QEP Midstream Partners LP (NYSE:QEPM) Common Unit held.
This consideration is valued at$17.09 per QEP Midstream Partners LP (NYSE:QEPM) common unit based on TLLP closing price of $55.34 on April 6, 2015.
However, given that at least one analyst has set this high target price for NYSE:QEPM units at $20.00 per share, the investigation concerns whether the offer is unfair to NYSE:QEPM stockholders.
In addition, given that Tesoro Logistics LP (NYSE:TLLP) currently owns an approximate 55.8% limited partner interest in QEP Midstream Partners LP (NYSE:QEPM), the investigation concerns whether the QEP Midstream Partners 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.