Confirms Receipt of Indication of Interest
Well in Excess of Icahn's Inadequate $82.50 Offer
LAS
VEGAS, April 18, 2022 /PRNewswire/ -- Southwest
Gas Holdings, Inc. (NYSE: SWX) ("Southwest Gas" or the "Company")
today announced that as a result of the receipt of an indication of
interest well in excess of Carl
Icahn's ("Mr. Icahn") $82.50
per share offer (the "Offer"), the Southwest Gas Board has
authorized the review of a full range of strategic alternatives to
maximize stockholder value. As part of this process, the Company
will evaluate a sale of the Company, as well as a range of
alternatives, including, but not limited to, a separate sale of its
business units and/or pursuing the previously disclosed spin-off of
Centuri. A Board committee, comprised solely of independent
directors, is overseeing the process. Mr. Icahn is invited to
participate in the sale process.
"As a Board, we determined that the best path forward is to
explore a range of strategic alternatives, including a sale of the
Company, to maximize the value of the Company on behalf of all of
our stockholders," said Michael J.
Melarkey, Chair of the Board of Southwest Gas. "We plan to
move forward expeditiously."
On March 28, 2022, the Southwest
Gas Board, following a thorough review with the assistance of its
financial and legal advisors, unanimously determined that the
revised tender offer from an affiliate of Mr. Icahn to acquire any
and all outstanding common shares of the Company for $82.50 per share in cash is inadequate,
structurally coercive, highly conditional, undervalues the Company
and is not in the best interests of all of its stockholders.
Southwest Gas does not intend to make any further public comment
regarding the exploration of alternatives until it has been
completed or the Company determines that a disclosure is required.
Any transaction will be subject to closing contingencies and no
assurances can be given regarding the outcome or timing of the
alternatives process or any transaction closing.
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. The Company's MountainWest subsidiary
provides natural gas storage and interstate pipeline services
within the Rocky Mountain region. 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.
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"), scheduled to be held May
12, 2022. In connection with the Annual Meeting, the Company
has filed a definitive proxy statement with the U.S. Securities and
Exchange Commission ("SEC"), which the Company has furnished to its
stockholders in connection with the Annual Meeting. The Company may
furnish additional materials 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, BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE ANNUAL
MEETING. The proposals for the Annual Meeting are being made solely
through the definitive proxy statement. In addition, a copy of the
definitive proxy statement may be obtained free of charge from
www.swgasholdings.com/proxymaterials. Security holders also may
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 Company's 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 press
release contains forward-looking statements within the meaning of
the U.S. Private Securities Litigation Reform Act of 1995, Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. Such statements
include, without limitation, statements regarding Southwest Gas
Holdings, Inc. (the "Company") and the Company's expectations or
intentions regarding the future. These forward-looking statements
can often be identified by the use of words such as "will",
"predict", "continue", "forecast", "expect", "believe",
"anticipate", "outlook", "could", "target", "project", "intend",
"plan", "seek", "estimate", "should", "may" and "assume", as well
as variations of such words and similar expressions referring to
the future, and include (without limitation) statements regarding
expectations with respect to a separation of Centuri, the future
performance of Centuri, Southwest Gas's dividend ratios and
Southwest Gas's future performance. 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, whether
we will separate Centuri within the anticipated timeframe and the
impact to our results of operations and financial position from the
separation, the potential for, and the impact of, a credit rating
downgrade, the costs to integrate MountainWest, future earnings
trends, inflation, sufficiency of labor markets and similar
resources, seasonal patterns, the cost and management attention of
ongoing litigation that the Company is currently engaged in, the
effects of the pending tender offer and proxy contest brought by
Carl Icahn and his affiliates, and
the impacts of stock market volatility. In addition, the Company
can provide no assurance that its discussions about future
operating margin, operating income, COLI earnings, interest
expense, and capital expenditures of the natural gas distribution
segment will occur. Likewise, the Company can provide no assurance
that discussions regarding utility infrastructure services segment
revenues, EBITDA as a percentage of revenue, and interest expense
will transpire, nor assurance regarding acquisitions or their
impacts, including management's plans or expectations related
thereto, including with regard to Riggs
Distler or MountainWest. Factors that could cause actual
results to differ also include (without limitation) those discussed
under the heading "Risk Factors" in the Company's most recent
Annual Report on Form 10-K and in the Company's and Southwest Gas
Corporation's current and periodic reports, including our Quarterly
Reports on Form 10-Q, filed from time to time with the SEC. The
statements in this press release are made as of the date of this
press release, even if subsequently made available by the Company
on its Web site or otherwise. The Company does not assume any
obligation to update the forward-looking statements, whether
written or oral, that may be made from time to time, whether as a
result of new information, future developments, or
otherwise.
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 the definitive Proxy Statement on
Schedule 14A filed with the SEC in connection with the Annual
Meeting. Additional information regarding the interests of such
potential participants is included in other relevant materials
filed with the SEC.
Contacts
For investor information, contact: Boyd
Nelson, (702) 876-7237, boyd.nelson@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.