(CN) - A shareholder derivative suit claims that a $5.3 billion offer for Sunoco, one of the largest gasoline distributors in the U.S., is a "blatantly inadequate price" when compared to other recent deals in the pipeline industry.
     Daniel Himmel filed a derivative action against Sunoco, Inc., 10 of its corporate officers and Energy Transfer Partners (ETP).
     According to the complaint, Sunoco controls 7,900 miles of oil pipelines and 4,900 Sunoco-branded fueling stations in the U.S. According to Sunoco's website, it operates a refinery with a crude oil processing capacity of 330,000 barrels a day and sells over five billion gallons of gas and diesel at its gas stations annually. The cash and stock deal was announced at the end of Janurary, but if "the proposed acquisition is allowed to continue, the company's 126 year history will end for a blatantly inadequate price," the complaint states.
     "ETP is offering to acquire Sunoco for a mere 23 percent premium to its closing price. According to Bloomberg, the average premium in the ninety-seven deals that occurred in the North American pipelines industry over the past twelve months was 48 percent. ... Thus Sunoco's shareholders are getting less than half of what other companies' shareholders received in similar transactions," Himmel claims. "While Sunoco's shareholders are being forced to accept the unfair Proposed Consideration, the Company's key officers are receiving significant benefits not shared with the Company's common shareholders. For example, Brian P. MacDonald, the Company's Chief Executive Officer, will stay on at ETP after the close of the Proposed Acquisition in a 'senior leadership role.' This senior executive position will more than compensate MacDonald for the inadequate price he agreed to receive for his Sunoco stock, but will provide no benefit to Sunoco's ordinary shareholders."
     Himmel is represented by Richard Maniskas of Ryan & Maniskas.