TULSA,
Okla., Sept. 7, 2023 /PRNewswire/ -- ONEOK, Inc.
(NYSE: OKE) today announced that the two leading proxy advisory
firms, Institutional Shareholder Services (ISS) and Glass Lewis
& Co. (Glass Lewis), have recommended that ONEOK shareholders
vote in favor of all proposals related to ONEOK's pending
acquisition of Magellan Midstream Partners, L.P. (NYSE: MMP)
(Magellan) at ONEOK's upcoming Special Meeting of Shareholders.
In making the recommendations, ISS and Glass Lewis stated
in their September 7, 2023, and
September 6, 2023, reports,
respectively1:
- "On balance, given the expected financial strength of the
combined company, including the benefits of the tax basis step-up,
the expected EPS and free cash flow accretion, and the operational
synergies, support FOR the proposed transaction is warranted."
(ISS)
- "Strategically, we believe the proposed merger could be
beneficial to shareholders/unitholders of both the merger parties,
as the deal would result in the creation of a combined energy
infrastructure firm with greater scale, breadth and earnings
diversity. The proposed merger is also expected to yield meaningful
annual cost synergies and enhanced commercial opportunities for the
combined company." (Glass Lewis)
"The support of ISS and Glass Lewis further highlights the value
our transaction is expected to provide ONEOK shareholders and
Magellan unitholders," said Pierce H.
Norton II, ONEOK president and chief executive officer. "Our
combination brings together two premier energy infrastructure
companies dedicated to delivering essential energy products and
services to our customers and shareholder value. We look forward to
the many strategic opportunities ahead for us as one company."
Additionally, ISS and Glass Lewis have recommended in
separate reports that Magellan unitholders vote in favor of the
pending acquisition.
The ONEOK board of directors unanimously recommends that
shareholders vote "FOR" all proposals provided in detail in
the definitive proxy statement.
ONEOK shareholders who need assistance voting or have questions
regarding the Special Meeting may contact ONEOK's proxy
solicitor:
Innisfree M&A Incorporated:
- Shareholders may call toll free: 877-750-9499
- Banks and Brokers may call collect: 212-750-5833
The transaction is expected to close in the third quarter of
2023, subject to approval by both ONEOK shareholders and Magellan
unitholders, and other customary closing conditions.
ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is a leading
midstream service provider and owns one of the nation's premier
natural gas liquids (NGL) systems, connecting NGL supply in the
Rocky Mountain, Permian and Mid-Continent regions with key market
centers and owns an extensive network of gathering, processing,
fractionation, transportation and storage assets.
ONEOK is a FORTUNE 500 company and is included in the S&P
500.
For information about ONEOK, visit the website:
www.oneok.com.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND
IT:
In connection with the proposed merger (the "Proposed
Transaction") between ONEOK and Magellan, ONEOK filed with the
Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 (as amended, the "Registration Statement") to
register the shares of ONEOK's common stock to be issued in
connection with the Proposed Transaction. The Registration
Statement includes a document that serves as a prospectus of ONEOK
and joint proxy statement of ONEOK and Magellan (the "joint proxy
statement/prospectus"), and each party will file other documents
regarding the Proposed Transaction with the SEC.
INVESTORS AND SECURITY HOLDERS OF ONEOK AND MAGELLAN ARE
URGED TO CAREFULLY AND THOROUGHLY READ THE REGISTRATION STATEMENT,
THE JOINT PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED
BY ONEOK AND MAGELLAN WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT ONEOK AND MAGELLAN, THE PROPOSED
TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
The Registration Statement was declared effective by the SEC on
July 24, 2023, and ONEOK and Magellan
mailed the joint proxy statement/prospectus to their respective
stockholders on or about July 25,
2023. Investors will be able to obtain free copies of the
joint proxy statement/prospectus, may be amended from time to time,
and other relevant documents filed by ONEOK and Magellan with the
SEC through the website maintained by the SEC at www.sec.gov.
Copies of documents filed with the SEC by ONEOK, including the
joint proxy statement/prospectus, are available free of charge from
ONEOK's website at www.oneok.com under the "Investors" tab.
Copies of documents filed with the SEC by Magellan, including the
joint proxy statement/prospectus, are available free of charge from
Magellan's website at www.magellanlp.com under the "Investors"
tab.
PARTICIPANTS IN THE SOLICITATION:
ONEOK and certain of its directors, executive officers and other
members of management and employees, Magellan, and certain of the
directors, executive officers and other members of management and
employees of Magellan GP, LLC, which manages the business and
affairs of Magellan, may be deemed to be participants in the
solicitation of proxies from ONEOK's shareholders and the
solicitation of proxies from Magellan's unitholders, in each case
with respect to the Proposed Transaction. Information about ONEOK's
directors and executive officers is available in ONEOK's Annual
Report on Form 10-K for the 2022 fiscal year filed with the SEC on
February 28, 2023, and its definitive
proxy statement for the 2023 annual meeting of stockholders filed
with the SEC on April 5, 2023, and in
the joint proxy statement/prospectus. Information about Magellan's
directors and executive officers is available in its Annual Report
on Form 10-K for the 2022 fiscal year and its definitive proxy
statement for the 2023 annual meeting of unitholders, each filed
with the SEC on February 21, 2023,
and the joint proxy statement/prospectus. Other information
regarding the participants in the solicitations and a description
of their direct and indirect interests, by security holdings or
otherwise, are contained in the Registration Statement, the joint
proxy statement/prospectus and other relevant materials to be filed
with the SEC regarding the Proposed Transaction when they become
available. Shareholders of ONEOK, unitholders of Magellan,
potential investors and other readers should read the joint proxy
statement/prospectus carefully before making any voting or
investment decisions.
NO OFFER OR SOLICITATION:
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended (the "Securities Act").
FORWARD-LOOKING STATEMENTS:
This communication contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements,
other than statements of historical fact, included in this
communication that address activities, events or developments that
ONEOK or Magellan expects, believes or anticipates will or may
occur in the future are forward-looking statements. Words such as
"estimate," "project," "predict," "believe," "expect,"
"anticipate," "potential," "create," "intend," "could," "would,"
"may," "plan," "will," "guidance," "look," "goal," "future,"
"build," "focus," "continue," "strive," "allow" or the negative of
such terms or other variations thereof and words and terms of
similar substance used in connection with any discussion of future
plans, actions, or events identify forward-looking statements.
However, the absence of these words does not mean that the
statements are not forward-looking. These forward-looking
statements include, but are not limited to, statements regarding
the Proposed Transaction, the expected closing of the Proposed
Transaction and the timing thereof and as adjusted descriptions of
the post-Transaction company and its operations, strategies and
plans, integration, debt levels and leverage ratio, capital
expenditures, cash flows and anticipated uses thereof, synergies,
opportunities and anticipated future performance, including
maintaining current ONEOK management, enhancements to
investment-grade credit profile, an expected accretion to earnings
and free cash flow, dividend payments and potential share
repurchases, increase in value of tax attributes and expected
impact on EBITDA. Information adjusted for the Proposed Transaction
should not be considered a forecast of future results. There are a
number of risks and uncertainties that could cause actual results
to differ materially from the forward-looking statements included
in this communication. These include the risk that ONEOK's and
Magellan's businesses will not be integrated successfully; the risk
that cost savings, synergies and growth from the Proposed
Transaction may not be fully realized or may take longer to realize
than expected; the risk that the credit ratings of the combined
company or its subsidiaries may be different from what the
companies expect; the possibility that shareholders of ONEOK may
not approve the issuance of new shares of ONEOK common stock in the
Proposed Transaction or that unitholders of Magellan may not
approve the Proposed Transaction; the risk that a condition to
closing of the Proposed Transaction may not be satisfied, that
either party may terminate the Merger Agreement or that the closing
of the Proposed Transaction might be delayed or not occur at all;
potential adverse reactions or changes to business or employee
relationships, including those resulting from the announcement or
completion of the Proposed Transaction; the occurrence of any other
event, change or other circumstances that could give rise to the
termination of the Merger Agreement relating to the Proposed
Transaction; the risk that changes in ONEOK's capital structure and
governance could have adverse effects on the market value of its
securities; the ability of ONEOK and Magellan to retain customers
and retain and hire key personnel and maintain relationships with
their suppliers and customers and on ONEOK's and Magellan's
operating results and business generally; the risk the Proposed
Transaction could distract management from ongoing business
operations or cause ONEOK and/or Magellan to incur substantial
costs; the risk that ONEOK may be unable to reduce expenses or
access financing or liquidity; the impact of a pandemic, any
related economic downturn and any related substantial decline in
commodity prices; the risk of changes in governmental regulations
or enforcement practices, especially with respect to environmental,
health and safety matters; and other important factors that could
cause actual results to differ materially from those projected. All
such factors are difficult to predict and are beyond ONEOK's or
Magellan's control, including those detailed in ONEOK's Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K that are available on ONEOK's website at
www.oneok.com and on the website of the SEC at www.sec.gov,
and those detailed in Magellan's Annual Reports on Form 10-K,
Quarterly Reports on Form 10- Q and Current Reports on Form 8-K
that are available on Magellan's website at
www.magellanlp.com and on the website of the SEC. All
forward-looking statements are based on assumptions that ONEOK and
Magellan believe to be reasonable but that may not prove to be
accurate. Any forward-looking statement speaks only as of the date
on which such statement is made, and neither ONEOK nor Magellan
undertakes any obligation to correct or update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by applicable law. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.
1 Permission to use quotations neither sought nor
obtained.
Analyst
Contact:
|
Megan Patterson
|
|
918-561-5325
|
Media
Contact:
|
Brad Borror
|
|
918-588-7582
|
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SOURCE ONEOK, Inc.