Lawsuit Overview
January 11, 2016 (Shareholders Foundation) - An investor who currently holds units of Targa Resources Partners LP (NYSE:NGLS), was announced concerning whether the takeover of Targa Resources Partners LP by Targa Resources Corp for a value of approximately $36.09 per unit.
The plaintiff alleges that the defendants breached their fiduciary duties owed to NYSE:NGLS stockholders by agreeing to sell Targa Resources Partners LP too cheaply via an unfair process to Targa Resources Corp.
On November 03, 2015, Targa Resources Corp. (NYSE:TRGP) and Targa Resources Partners LP (NYSE:NGLS) announced that Targa Resources Corp will acquire all of the outstanding common units of Targa Resources Partners LP not already owned by Targa Resources Corp in an all stock-for-unit transaction at a ratio of 0.62 Targa Resources Corp common shares per common unit of Targa Resources Partners LP or approximately $36.09 per unit of Targa Resources Partners.
However, the plaintiff alleged that the defendants violated the Securities and Exchange Act by issuing a registration statement with the SEC in early December, recommending that Targa Resources Partners LP unitholders vote in favor of approving a proposed transaction, which contains materially incomplete and misleading information concerning the process leading up to the consummation of the merger agreement. The plaintiff says that the proposed consideration NYSE:NGLS shareholders will receive is grossly inadequate and undervalues Targa Resources Partners LP. Indeed, at least one analyst has set the high price target for NYSE:NGLS units at $55.00 per unit and NYSE:NGLS units traded in early 2015 as high as $49.20 per unit. Furthermore, Targa Resources Partners LP reported that its annual Total Revenue rose from over $5.67 billion in 2012 to over $8.61 billion in 2014 and that its respective Net Income increased from $174.60 million to $467.70 million. Units of Targa Resources Partners LP (NYSE:NGLS) traded as high as $74.40 per unit in August 2014. In addition, the plaintiff alleges that the process is also unfair to NYSE:NGLS stockholders. The plaintiff claims that the defendants agreed to preclusive deal protection devices, such as a no-solicitation and nearly $1 billion termination fee provision, that deter other bidders from making a superior offer.