Susser Discloses More to Settle Stockholder Suits
CORPUS CHRISTI, Texas -- With a little more than a week to go before its stockholders vote on the company’s proposed merger with Energy Transfer Partners (ETP), Susser Holdings Corp. has agreed to release more information pertaining to the deal to appease some stockholders.
The move is aimed at settling legal action taken against the company and ETP in the wake of the announcement of the proposed merger. Two stockholder class action-lawsuits were filed in the Delaware Court of Chancery and consolidated under the caption, In re Susser Holdings Corp. Stockholder Litigation, C.A. No. 9613-VC.
According to new documents Susser filed with the Securities and Exchange Commission (SEC), the suits’ "plaintiffs generally allege that the Susser director defendants breached their fiduciary duties of loyalty, due care and good faith owed to Susser’s stockholders by allegedly approving the merger agreement at an unfair price and through an unfair process; failing to conduct a reasonably informed evaluation of whether the merger was in the best interests of Susser stockholders; failing to fully disclose all material information to stockholders; acting in bad faith and for improper motives to secure material benefits not shared by other Susser stockholders; discouraging other strategic alternatives; taking steps to avoid competitive bidding; and agreeing to allegedly unreasonable deal protection devices.”
The plaintiffs also allege “ETP and certain of its affiliates aided and abetted the alleged breaches of fiduciary duties by Susser’s directors," according to the SEC filing.
All parties involved in these lawsuits reached a settlement and entered in a memorandum of understanding on Monday. Susser stated in the filing that the claims in the consolidated lawsuit are "without merit and that no further disclosure is required to supplement the proxy statement/prospectus under applicable laws."
However, the Corpus Christi-based retailer agreed to "make certain supplemental disclosures related to the proposed merger" to avoid any delay or affect on the merger, and to minimize the expense of defending the company against the legal action.
ETP, the owner of Sunoco Inc., and Susser announced the $1.8-billion merger on April 28. By acquiring Susser Holdings, Dallas-based ETP will own the general partner interest and the incentive distribution rights in Susser Petroleum Partners LP, approximately 11 million Susser Petroleum common units (representing approximately 50.2 percent of outstanding units), and Susser's retail operations consisting of 630 convenience stores.
Susser is holding a special meeting of its stockholders on Aug. 28 to vote on the merger. If approved, the deal will close Aug. 29.