LAS VEGAS, Feb. 24, 2022 /PRNewswire/ -- Southwest Gas
Holdings, Inc. (NYSE: SWX) ("Southwest Gas" or "the Company") today
confirmed that an affiliate of Carl
Icahn ("Icahn") extended its tender offer to acquire any and
all outstanding common shares of the Company for $75.00 per share in cash (the "Offer"). As
previously announced, Southwest Gas' Board of Directors rejected
Icahn's unsolicited, inadequate, structurally coercive, highly
conditional and illusory tender offer. Accordingly, the Board
continues to recommend that stockholders not tender any of their
shares into the Offer.
Southwest Gas issued the following statement:
The Southwest Gas Board and
management team are executing a clear and detailed strategy to
create value and deliver attractive, risk-adjusted total returns
comprising stable earnings and a meaningful dividend. We continue
to recommend that stockholders reject Mr. Icahn's Tender Offer,
which is highly illusory, undervalues the Company, has no certainty
of completion and is not in the best interests of Southwest Gas
stockholders.
Lazard is serving as financial advisor to Southwest Gas and
Morrison & Foerster LLP and Cravath, Swaine & Moore LLP are
serving as legal advisors.
About Southwest Gas Holdings, Inc.
Southwest Gas Holdings, Inc., through its subsidiaries, engages
in the business of purchasing, distributing and transporting
natural gas, and providing comprehensive utility infrastructure
services across North America.
Southwest Gas Corporation, a wholly owned subsidiary, safely and
reliably delivers natural gas to over two million customers in
Arizona, California and Nevada. Centuri Group, Inc., a wholly owned
subsidiary, is a strategic infrastructure services company that
partners with regulated utilities to build and maintain the energy
network that powers millions of homes and businesses across
the United States and Canada. The Company's MountainWest subsidiary
provides natural gas storage and interstate pipeline services
within the Rocky Mountain region.
How to Find Further Information
This communication does not constitute a solicitation of any
vote or approval in connection with the 2022 annual meeting of
stockholders of Southwest Gas Holdings, Inc. (the "Company") (the
"Annual Meeting"). In connection with the Annual Meeting, the
Company will file a proxy statement with the U.S. Securities and
Exchange Commission ("SEC"), which the Company will furnish, with
any other relevant information or documents, to its stockholders in
connection with the Annual Meeting. BEFORE MAKING ANY VOTING
DECISION, WE URGE STOCKHOLDERS TO READ THE PROXY STATEMENT
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND WHITE PROXY
CARD AND OTHER DOCUMENTS WHEN SUCH INFORMATION IS FILED WITH THE
SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE,
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY
AND THE ANNUAL MEETING. The proposals for the Annual Meeting will
be made solely through the proxy statement. In addition, a copy of
the proxy statement (when it becomes available) may be obtained
free of charge from www.swgasholdings.com/proxymaterials. Security
holders also will be able to obtain, free of charge, copies of the
proxy statement and any other documents filed by Company with the
SEC in connection with the Annual Meeting at the SEC's website at
http://www.sec.gov, and at the companies' website at
www.swgasholdings.com.
Important Information for Investors and Stockholders
This communication does not constitute an offer to buy or
solicitation of an offer to sell any securities. In response to the
tender offer for the shares of the Company commenced by IEP Utility
Holdings LLC and Icahn Enterprises Holdings L.P., the Company has
filed a solicitation/recommendation statement on Schedule 14D-9
with the SEC. INVESTORS AND STOCKHOLDERS OF SOUTHWEST GAS HOLDINGS
ARE URGED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT AND
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and
stockholders may obtain a free copy of these documents free of
charge at the SEC's website at www.sec.gov, and at the Company's
website at www.swgasholdings.com. In addition, copies of these
materials may be requested from the Company's information agent,
Innisfree M&A Incorporated, toll-free at (877) 825-8621.
Forward-Looking Statements
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 about, among others, the industry, markets in which
Southwest Gas Holdings, Inc. (the "Company," "Southwest Gas
Holdings," "SWX," or "we") operates, and the matters described in
this press release. While the Company's management believes the
assumptions underlying its forward-looking statements and
information are reasonable, such information is necessarily subject
to uncertainties and may involve certain risks, many of which are
difficult to predict and are beyond the control of the Company's
management. A number of important factors affecting the business
and financial results of the Company could cause actual results to
differ materially from those stated in the forward-looking
statements. These factors include, but are not limited to, the
timing and amount of rate relief, changes in rate design, customer
growth rates, the effects of regulation/deregulation, tax reform
and related regulatory decisions, the impacts of construction
activity at Centuri, future earnings trends, seasonal patterns, and
the impacts of stock market volatility. In addition, the Company
can provide no assurance that its discussions about future
operating margin, operating income, pension costs, COLI results,
and capital expenditures of the natural gas segment will occur.
Likewise, the Company can provide no assurance that discussions
regarding utility infrastructure services segment revenues,
operating income as a percentage of revenues, interest expense, and
noncontrolling interest amounts will transpire, nor assurance
regarding acquisitions or their impacts, including management's
plans related thereto, such as that currently planned in regard to
Riggs Distler & Company, Inc.
and the recent acquisition of Dominion Energy Questar Pipeline, LLC
and related entities (the "Questar Pipeline Group"). Additional
risks include risks that the acquisition of the Questar Pipeline
Group disrupts current plans and operations, the risks related to
the ability of the Company to integrate the Questar Pipeline Group,
the amount of the costs, fees, expenses and charges related to the
transaction and the actual terms of certain financings that will be
obtained for the transaction, potential negative impacts to the
Company's credit ratings as a result of the transaction, the
disruption to the Company's stock price and the costs, fees,
expenses and charges related to, and the distraction of
management's attention in connection with, any proxy contest or
other stockholder related or similar matters, as well as other
risks that are set forth under "Risk Factors" in the Company's
Annual Report on Form 10-K for the 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 filings with the
SEC. 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 undertakes no obligation to update or publicly release
any revisions to forward-looking statements to reflect events,
circumstances or changes in expectations after the date of this
press release.
Participants in the Solicitation
The directors and officers of the Company may be deemed to be
participants in the solicitation of proxies in connection with the
Annual Meeting. Information regarding the Company's directors and
officers and their respective interests in the Company by security
holdings or otherwise is available in its most recent Annual Report
on Form 10-K filed with the SEC and its most recent definitive
Proxy Statement on Schedule 14A filed with the SEC. Additional
information regarding the interests of such potential participants
is or will be included in the proxy statement for the Annual
Meeting and other relevant materials to be filed with the SEC, when
they become available.
Contacts
For investor information, contact: Ken
Kenny (702) 876-7237 ken.kenny@swgas.com; or Innisfree
M&A Incorporated, Scott
Winter/Jennifer
Shotwell/Jon Salzberger,
(212) 750-5833.
For media information, contact: Sean
Corbett (702) 876-7219 sean.corbett@swgas.com; or
Joele Frank, Wilkinson Brimmer
Katcher, Dan Katcher / Tim Lynch, (212) 355-4449.
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SOURCE Southwest Gas Holdings, Inc.