HOUSTON, Sept. 30, 2016 /PRNewswire/ -- Cheniere Energy,
Inc. ("Cheniere") (NYSE MKT: LNG) announced today that it has
submitted a proposal to the board of directors of Cheniere Energy
Partners LP Holdings, LLC ("Cheniere Partners Holdings") (NYSE MKT:
CQH) to acquire the publicly held shares of Cheniere Partners
Holdings not already owned by Cheniere in a stock for stock
exchange. Subject to negotiation and execution of a definitive
agreement, Cheniere is proposing consideration of 0.5049 Cheniere
shares for each outstanding publicly-held share of Cheniere
Partners Holdings as part of a transaction that would be structured
as a merger of Cheniere Partners Holdings with a wholly-owned
subsidiary of Cheniere. The proposed consideration represents a
value of $21.90 per common share of
Cheniere Partners Holdings, or a premium of approximately 3.0% over
the closing price of Cheniere Partners Holdings' shares, based on
the closing prices of Cheniere Partners Holdings' shares and of
Cheniere's shares as of September 29,
2016, or a premium of approximately 7.0% over the 30-trading
day average CQH / LNG exchange ratio as of September 29, 2016.
"We believe the proposed transaction is attractive to investors
in Cheniere Partners Holdings who, as new LNG shareholders, would
have the opportunity to participate in the future success of the
entire Cheniere complex," said Jack A.
Fusco, President and Chief Executive Officer of Cheniere.
"In addition, shareholders of Cheniere Partners Holdings would
receive an attractive premium over its recent trading levels and a
significant increase in the trading liquidity of their
investment."
The proposed transaction is subject to the negotiation and
execution of a definitive agreement and approval of such definitive
agreement and transactions contemplated thereunder by the board of
directors of Cheniere, the board of directors of Cheniere Partners
Holdings and a conflicts committee established by the board of
directors of Cheniere Partners Holdings, and the consummation of
the proposed transaction would be subject to customary closing
conditions. There can be no assurance that any such approvals will
be forthcoming, that a definitive agreement will be executed or
that any transaction will be consummated.
About Cheniere
Cheniere Energy, Inc., a Houston-based energy company primarily engaged
in LNG-related businesses, owns and operates the Sabine Pass LNG
terminal in Louisiana. Directly
and through its subsidiary, Cheniere Energy Partners, L.P.,
Cheniere is developing, constructing, and operating liquefaction
projects near Corpus Christi,
Texas and at the Sabine Pass LNG terminal, respectively.
Cheniere is also exploring a limited number of opportunities
directly related to its existing LNG business.
For additional information, please refer to the Cheniere website
at www.cheniere.com and Quarterly Report on Form 10-Q for the
quarter ended June 30, 2016, filed
with the Securities and Exchange Commission.
Forward-Looking Statements
This press release includes "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. In particular, statements using words such as "may,"
"will," "could," "should," "expect," "plan," "project," "intend,"
"anticipate," "believe," "estimate," "predict," "potential,"
"pursue," "target," "continue," the negative of such terms or other
comparable terminology generally involve forward-looking
statements. The forward-looking statements contained herein
(including statements regarding the proposed transaction and its
effects, benefits and costs, savings, opinions, forecasts,
projections, expected timetable for completion, expected
distribution, and any other statements regarding Cheniere Partners
Holdings' and Cheniere's future expectations, beliefs, plans,
objectives, financial conditions, assumptions or future events or
performance that are not statements of historical fact) are largely
based on our expectations, which reflect estimates and assumptions
made by our management. These estimates and assumptions reflect our
best judgment based on currently known market conditions and other
factors. Although we believe that such estimates are reasonable,
they are inherently uncertain and involve a number of risks and
uncertainties beyond our control. In addition, assumptions may
prove to be inaccurate. We caution that the forward-looking
statements contained herein are not guarantees of future
performance and that such statements may not be realized or the
forward-looking statements or events may not occur. Actual results
may differ materially from those anticipated or implied in
forward-looking statements as a result of numerous factors,
including, but not limited to, the negotiation and execution, and
the terms and conditions, of a definitive agreement relating to the
proposed transaction and the ability of Cheniere or Cheniere
Partners Holdings to enter into or consummate such an agreement;
the risk that the proposed merger does not occur; negative effects
from the pendency of the proposed merger; the ability to realize
expected cost savings and benefits; failure to obtain the required
vote of Cheniere Partners Holdings' shareholders; the timing to
consummate the proposed transaction; the impact of regulatory
changes; and other factors affecting future results disclosed in
Cheniere's and Cheniere Partners Holdings' respective filings with
the SEC (available at the SEC's website at www.sec.gov), including
but not limited to those discussed under Item 1A, "Risk Factors",
in Cheniere's Annual Report on Form 10-K for the year ended
December 31, 2015 and Cheniere
Partners Holdings' Annual Report on Form 10-K for the year ended
December 31, 2015. These
forward-looking statements speak only as of the date made, and
other than as required by law, we undertake no obligation to update
or revise any forward-looking statement or provide reasons why
actual results may differ, whether as a result of new information,
future events or otherwise.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
a proxy or of any vote or approval. This communication may be
deemed to be solicitation material in respect of the proposed
transaction between Cheniere and Cheniere Partners Holdings. In the
event that the parties enter into a definitive agreement with
respect to the proposed transaction, the parties intend to file a
registration statement on Form S-4, containing a proxy
statement/prospectus (the "S-4") with the SEC. This communication
is not a substitute for the registration statement, definitive
proxy statement/prospectus or any other documents that Cheniere or
Cheniere Partners Holdings may file with the SEC or send to
shareholders in connection with the proposed transaction. INVESTORS
AND SHAREHOLDERS OF CHENIERE PARTNERS HOLDINGS ARE URGED TO READ
ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY
STATEMENT/PROSPECTUS IF AND WHEN FILED, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
When available, investors and security holders will be able to
obtain copies of the S-4, including the proxy statement/prospectus
and any other documents that may be filed with the SEC in the event
that the parties enter into a definitive agreement with respect to
the proposed transaction free of charge at the SEC's website at
http://www.sec.gov. Copies of documents filed with the SEC by
Cheniere will also be made available free of charge on Cheniere's
website at www.cheniere.com. Copies of documents filed with the SEC
by Cheniere Partners Holdings will also be made available free of
charge on Cheniere Partners Holdings' website at
www.cheniere.com.
Participants in the Solicitation
Cheniere, Cheniere Partners Holdings and their respective
directors and executive officers may be deemed to be participants
in any solicitation of proxies from Cheniere Partners Holdings'
shareholders with respect to the proposed transaction. Information
about Cheniere Partners Holdings' directors and executive officers
is set forth in Cheniere Partners Holdings' 2015 annual report on
Form 10-K, which was filed with the SEC on February 19, 2016, and in Cheniere Partners'
Holdings current reports on Form 8-K, which were filed with the SEC
on May 12, 2016, June 6, 2016, and September 19, 2016. Information about Cheniere's
directors and executive officers is set forth in Cheniere's proxy
statement for its 2016 Annual Meeting of Shareholders, which was
filed with the SEC on April 21, 2016,
and in Cheniere's current reports on Form 8-K, which were filed
with the SEC on May 12, 2016,
June 6, 2016, and September 19, 2016. Other information regarding
the participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement/prospectus and
other relevant materials to be filed with the SEC regarding the
proposed transaction if and when they become available. Investors
should read the proxy statement/prospectus carefully if and when it
becomes available before making any voting or investment
decisions.
CONTACTS:
Investors: Randy Bhatia:
713-375-5479
Media: Faith Parker:
713-375-5663
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SOURCE Cheniere Energy, Inc.