LAS VEGAS, Dec. 24, 2021 / PRNewswire / – Southwest Gas Holdings, Inc. (NYSE: SWX) (âSouthwest Gasâ or âthe Companyâ) today confirmed that a subsidiary of Carl Icahn (âIcahnâ) extended its takeover bid to acquire all of the outstanding common shares of the Company at a price of $ 75 per share in cash (the âOfferâ). As previously announced, the board of directors of Southwest Gas rejected Icahn’s unsolicited, inadequate, structurally coercive, highly conditional and illusory takeover bid. Consequently, the Board continues to recommend that shareholders not tender any of their shares to the Offer.
Southwest Gas has issued the following statement:
The Southwest Gas Board and management team are executing a clear and detailed strategy to create value and are committed to taking actions consistent with the goal of creating long-term shareholder value. The board has thoroughly reviewed Mr. Icahn’s offer, in consultation with our external financial and legal advisors, and has unanimously determined that the offer is inadequate and undervalues ââthe company, has no certainty of completion and is not in the best interests of the shareholders of Southwest Gas. Filing of Mr. Icahn’s offer would only encourage an opportunistic attempt to acquire Southwest Gas at an inadequate price and subject to a long list of ambiguous conditions, some of which were not met by Mr. Icahn. Accordingly, the Board continues to recommend that shareholders not tender their shares to Mr. Icahn’s unsolicited, inadequate, structurally coercive, highly conditional and illusory takeover bid.
Lazard and Moelis & Company LLC are acting as financial advisers to Southwest Gas and Morrison & Foerster LLP and Cravath, Swaine & Moore LLP as legal advisers.
About Southwest Gas Holdings, Inc.
Southwest Gas Holdings, Inc., through its subsidiaries, is engaged in the purchase, distribution and transportation of natural gas and the provision of comprehensive utility infrastructure services across North America. Southwest Gas Corporation, a wholly owned subsidiary, delivers natural gas safely and reliably to more than two million customers in Arizona, California and Nevada. Centuri Group, Inc., a wholly owned subsidiary, is a full service utility infrastructure company dedicated to providing a wide range of solutions to gas and electricity providers in North America.
How to find additional information
This communication does not constitute a solicitation of a vote or approval in connection with the 2022 annual meeting of shareholders of Southwest Gas Holdings, Inc. (the âCompanyâ) (the âAnnual Meetingâ). In connection with the Annual Meeting, the Company will file a proxy with the United States Securities and Exchange Commission (âSECâ), which the Company will provide, along with any other relevant information or document, to its shareholders in connection with of the Annual Meeting. . BEFORE MAKING ANY VOTING DECISIONS, WE URGE SHAREHOLDERS TO CAREFULLY READ THE PROXY STATEMENT (INCLUDING ANY CHANGES AND SUPPLEMENTS TO IT) AND THE WHITE PROXY CARD AND OTHER DOCUMENTS WHEN THIS INFORMATION IS FILED WITH THE SEC CAREFULLY AND IN THEIR INTEGRITY WHEN THEY BECOME AVAILABLE CONTAINS IMPORTANT INFORMATION ABOUT THE COMPANY AND THE ANNUAL MEETING. Proposals for the Annual Meeting will be made only through the proxy circular. In addition, a copy of the proxy statement (when available) can be obtained free of charge at www.swgasholdings.com/proxymaterials. Securityholders will also be able to obtain free copies of the Proxy Circular and any other documents filed by the Company with the SEC in connection with the Annual Meeting on the SEC’s website at http : //www.sec.gov, and on the companies website at www.swgasholdings.com.
Important information for investors and shareholders
This communication does not constitute an offer to buy or the solicitation of an offer to sell securities. In response to the takeover bid for the shares of the Company launched by IEP Utility Holdings LLC and Icahn Enterprises Holdings LP, the Company has filed a solicitation / recommendation statement on Schedule 14D-9 with the SEC. SOUTHWEST GAS HOLDINGS INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY THEIR SOLICITATION / RECOMMENDATION STATEMENT AND OTHER SEC DOCUMENTS IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders can obtain a free copy of these documents from the SEC’s website at www.sec.gov and from the Company’s website at www.swgasholdings.com. In addition, copies of these documents may be requested from the Company’s information agent, Innisfree M&A Incorporated, at toll-free number (877) 825-8621.
This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements are based on current expectations, estimates and projections regarding, among other things, the industry, markets in which Southwest Gas Holdings, Inc. (the âCompanyâ, âSouthwest Gas Holdingsâ, âSWXâ or âweâ operates, and the matters described in this press release. Although the management of the Company believes that the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, including many are difficult to predict and are beyond the control of the Company’s management. A number of important factors affecting the Company’s business and financial results could cause actual results to differ materially from those shown in forward-looking statements. factors include, but are not limited to, the timing and amount of tariff relief, app changes inputs to rate design, customer growth rates, effects of regulation / deregulation, tax reform and related regulatory decisions, impacts of construction activities at Centuri, earnings trends, seasonal trends and the impacts of stock market volatility. In addition, the Company cannot guarantee that its discussions on future operating margin, operating income, pension expense, COLI results and capital expenditures in the natural gas industry will take place. Likewise, the Company cannot guarantee that discussions regarding revenues of the utility infrastructure services segment, operating profit as a percentage of revenues, interest expense and amounts of non-controlling interests will occur. , nor any assurance regarding the acquisitions or their impacts, including management plans relating thereto, such as that currently planned with respect to Riggs Distler & Company, Inc. and the ongoing acquisition of Dominion Energy Questar Pipeline, LLC and related entities (the âQuestar Pipeline Groupâ). Additional risks include the occurrence of any event, change or other circumstance which could result in the termination of the sale and purchase agreement by and between Dominion Energy Questar Corporation and the Company (the âQuestar Purchase Agreementâ), the result any lawsuits that may be brought against the Company and others as a result of the announcement of the Questar Purchase Agreement, the risks that the proposed transaction will disrupt current plans and operations, the risks associated with the Company’s ability to integrate the Questar Pipeline Group, the amount of costs, fees, expenses and charges related to the transaction and the actual conditions of certain financings that will be obtained for the transaction, the potential negative impacts on credit ratings of the Company as a result of the transaction, the disruption of the Company’s share price and costs, fees, expenses and charges related to, and the distraction of the attention of the d irection in connection with, any p roxy contests or other matters related to shareholders or the like, as well as other risks which are set out under “Risk Factors” in the annual report of the Company on Form 10-K for the ‘fiscal year ended December 31, 2020, the Company’s quarterly reports on Form 10 -Q for the quarter ended June 30, 2021 and September 30, 2021 and in future SEC filings. All forward-looking statements speak only as of the date of this press release. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on its behalf are qualified by the cautionary statements in this section. The Company assumes no obligation to update or publicly release revisions of forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.
Participants in the call for tenders
The directors and officers of the Company may be considered participants in the solicitation of proxies in connection with the annual meeting. Information regarding the directors and officers of the Company and their respective interests in the Company by title or otherwise is available in its most recent annual report on Form 10-K filed with the SEC and its latest definitive proxy statement on l ‘Schedule 14A filed with the SEC. . Additional information regarding the interests of such potential participants is or will be included in the proxy circular for the annual meeting and other relevant documents to be filed with the SEC, when available.
For more investor information, contact: Ken Kenny (702) 876-7237 [email protected]; or Innisfree M&A Incorporated, Scott Winter / Jennifer Shotwell / Jon Salzberger, (212) 750-5833
For more media information, contact: Sean Corbett (702) 876-7219 [email protected]; orJoele Frank, Wilkinson Brimmer Katcher, Dan Katcher / Tim Lynch, (212) 355-4449
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SOURCE Southwest Gas Holdings, Inc.