Enterprise Products Partners L.P., TEPPCO Partners, L.P., and Enterprise GP Holdings L.P. announced that Enterprise and TEPPCO have entered into definitive agreements worth about $3.3bn to merge Enterprise GP and TEPPCO, which will form the largest publicly-traded U.S. pipeline network. Subsequently an investigation on behalf of current investors of TEPPCO Partners, L.P. (Public, NYSE:TPP) over potential breaches of fiduciary duty and other violations of state law in connection with an alleged unfair takeover price was announced.

The investigation by a law firm focuses on potential breaches of fiduciary duty and other violations of state law by the Board of Directors of TEPPCO Partners, L.P. (NYSE:TPP) arising out of their attempt to sell Teppco to Enterprise Products Partners. Teppco had rejected an initial $2.75bn offer from Enterprise in April. On Monday, June 29, 2009 Enterprise Products Partners L.P., TEPPCO Partners, L.P., and Enterprise GP Holdings L.P. announced that Enterprise and TEPPCO have entered into definitive agreements to merge Enterprise Products Partners and TEPPCO.

Under the terms of the definitive agreement, TEPPCO and TEPPCOs general partner, Texas Eastern Products Pipeline Company, LLC, will become wholly-owned subsidiaries of Enterprise and TEPPCO unitholders, except for a certain affiliate of EPCO, Inc., will receive 1.24 Enterprise common units for each TEPPCO unit. The offer represents a 14.5% premium to the initial offer made by Enterprise and a 9.3% premium to the closing price of TEPPCO (NYSE:TTP) on Friday, June 26, 2009, valuing each Teppco unit at $31.36.

But according to the investigation the transaction appears to be unfair to current investors of TEPPCO Partners, L.P. (NYSE:TPP) as the offer appears opportunistically timed to take advantage of the current economic downturn and offers little price premium to Teppcos shareholders. Thus the investigation primarily focuses on whether Board of Directors of TEPPCO Partners fulfilled their fiduciary duties to maximize shareholder value in connection with the proposal.

Shares of TEPPCO Partners, L.P. (NYSE:TPP) traded at about $30 per share after the announcement and close on Monday at $30.12 per share. TTP shares were down from a 52weekHigh of $34.02 per share, $$38.61 per share in February 2008 and over $45 per share in 2007.

TEPPCO Partners, L.P., located in Houston, Texas, is a diversified energy logistics company and owns and operates a network of assets that facilitate the movement, marketing, gathering and storage of various commodities and energy-related products. Teppco reported Total Revenue of $9.658billion with a net income of $279.18million in 2007 and Total Revenue of $13.53289billion with a net income of $193.55million in 2008.