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ONEOK argues that Southern Union cannot show that it was moderately certain of merging with Southwest mainly because the functions have been not close to reaching a definitive merger settlement. Southern Union argues that, but for the steps of these Defendants, Southern Union was fairly confident of consummating a merger with Southwest and recognizing significant profits. In mild of this conflicting proof, the Court finds real concerns of substance actuality regardless of whether Southern Union was moderately certain of consummating the merger with Southern Union. ONEOK argues that Southern Union's tortious interference assert fails mainly because Southern Union are unable to show that it was "reasonably certain" of consummating a merger with Southwest "but for" ONEOK's alleged interference. eight. Although ONEOK's key argument is that Southern Union was not reasonably confident of merging with Southwest, ONEOK also argues that ONEOK's alleged interference did not lead to the merger to fail. ONEOK argues that the present situation is distinguishable for the reason that the Southwest Board, compared with the target enterprise in Megawatt, was not solely involved with offering to the greatest bidder. In Megawatt, which also associated a unsuccessful utilities merger, the courtroom denied summary judgment mainly because there was sufficient proof from which a jury could conclude that the defendant's alleged interference deprived the plaintiff of an opportunity to outbid its competitor

According to ONEOK, "Southern Union must establish that ONEOK offered details to the Southwest Board that was material to the Board's selection to reject the Southern Union proposal. Unfortunately for Southern Union, the uncontroverted evidence is to the opposite." (ONEOK's Mot. Although Southern Union gives a dense 3-volume professional report (matter to a Daubert obstacle) purporting to calculate the "synergistic" effects of a Southern Union-Southwest merger and the ensuing income, Southern Union presents insufficient proof to set up the conditions of a consummated merger with Southwest. According to ONEOK, at minimum six "major" conditions remained in dispute, "together with Southwest's ask for for a $200 million liquidated damages provision and Southern Union's refusal to pay back the $30 million termination price because of to ONEOK on termination of the Merger Agreement." (ONEOK's Mot. With regard to Southwest's mentioned concerns about Southern Union's ability to finance the merger, Southwest's possess financial advisers testified that they considered Southern Union could have acquired funding for the merger at the time the provide was staying viewed as by the Southwest Board

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