Form DEFA14A - Additional definitive proxy soliciting materials and Rule 14(a)(12) material
July 22 2024 - 3:04PM
Edgar (US Regulatory)
UNITED
STATES |
SECURITIES
AND EXCHANGE COMMISSION |
Washington,
D.C. 20549 |
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SCHEDULE 14A |
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. ) |
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Filed
by the Registrant x |
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Filed
by a Party other than the Registrant ¨ |
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Check
the appropriate box: |
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¨ |
Preliminary
Proxy Statement |
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¨ |
Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive
Proxy Statement |
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Definitive
Additional Materials |
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x |
Soliciting
Material under § 240.14a-12 |
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Tellurian
Inc. |
(Name
of Registrant as Specified in its Charter) |
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(Name
of Person(s) Filing Proxy Statement, if other than the Registrant) |
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Payment
of Filing Fee (Check all boxes that apply): |
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x |
No
fee required. |
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¨ |
Fee
paid previously with preliminary materials. |
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¨ |
Fee
computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
The following social media posts were made
by Tellurian Inc. on July 22, 2024:
X Posts
“Following our strategic repositioning
in December, our new leadership has strengthened Tellurian’s position and advanced Driftwood LNG. Woodside’s offer reflects
this progress, providing a significant premium to our share price,” said Martin Houston, Executive Chairman, Tellurian Board of
Directors. See our press release for important information. $TELL #USLNG #LNG https://ir.tellurianinc.com/press-releases/detail/291/tellurian-to-be-acquired-by-woodside-for-approximately-900
Please see our letter from Executive Chairman
Martin Houston to Tellurian shareholders, which contains important information regarding the announced transaction with Woodside Energy
Group Ltd. $TELL #USLNG #LNG http://bit.ly/4d7Jffh
Additional Information and Where to Find It
Tellurian
Inc. (“Tellurian”), the members of Tellurian’s board of directors and certain of Tellurian’s executive
officers are participants in the solicitation of proxies from stockholders in connection with the transaction described in this communication
(the “Merger”). Tellurian plans to file a proxy statement (the “Transaction Proxy Statement”) with the Securities
and Exchange Commission (the “SEC”) in connection with the solicitation of proxies to approve the Merger. Information regarding
such participants, including their direct or indirect interests, by security holdings or otherwise, will be included in the Transaction
Proxy Statement and other relevant documents to be filed with the SEC in connection with the Merger. Additional information about such
participants is available in Tellurian’s definitive
proxy statement in connection with its 2024 Annual Meeting of Stockholders (the “2024 Proxy Statement”), which was filed
with the SEC on April 25, 2024, under “Proposal
1—Election of Directors to the Company’s Board—Background Information About the Nominees and Other Directors,”
“Proposal 1—Election
of Directors to the Company’s Board—Executive Officers,” “Compensation
Discussion and Analysis” and “Security
Ownership of Certain Beneficial Owners and Management.” To the extent that holdings of Tellurian’s securities have changed
since the amounts printed in the 2024 Proxy Statement, such changes have been or will be reflected on Statements of Change in Ownership
on Form 4 filed with the SEC. Information regarding Tellurian’s transactions with related persons is set forth under the caption
“Certain Relationships
and Related Party Transactions” in the 2024 Proxy Statement.
Promptly after filing the definitive Transaction
Proxy Statement with the SEC, Tellurian will mail the definitive Transaction Proxy Statement to each stockholder entitled to vote at
the special meeting to consider the adoption of the Agreement and Plan of Merger, dated as of July 21, 2024, by and among Woodside
Energy Holdings (NA) LLC, Tellurian, and Woodside Energy (Transitory) Inc. (the “Merger Agreement”). STOCKHOLDERS ARE URGED
TO READ THE TRANSACTION PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT TELLURIAN
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain, free of charge,
the preliminary and definitive versions of the Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant
documents filed by Tellurian with the SEC in connection with the Merger at the SEC’s website (http://www.sec.gov). Copies of Tellurian’s
definitive Transaction Proxy Statement, any amendments or supplements thereto, and any other relevant documents filed by Tellurian with
the SEC in connection with the Merger will also be available, free of charge, at Tellurian’s investor relations website (https://tellurianinc.com).
CAUTIONARY INFORMATION ABOUT FORWARD-LOOKING STATEMENTS
This communication contains forward-looking statements
within the meaning of U.S. federal securities laws. The words “anticipate,” “assume,” “believe,”
“budget,” “estimate,” “expect,” “forecast,” “initial,” “intend,”
“may,” “plan,” “potential,” “project,” “proposed,” “should,”
“will,” “would,” and similar expressions are intended to identify forward-looking statements. Forward-looking
statements herein relate to, among other things, the pending Merger, the expected timing of the closing of the Merger and other statements
that concern Tellurian’s expectations, intentions or strategies regarding the future. There can be no assurance that the Merger
will in fact be consummated. Known and unknown risks and uncertainties could cause actual results to differ materially from those indicated
in the forward-looking statements, including, but not limited to: (i) the risk that the Merger may not be completed on the anticipated
timeline or at all; (ii) the failure to satisfy any of the conditions to the consummation of the Merger, including the risk that
required approvals from Tellurian’s stockholders for the Merger or required regulatory approvals to consummate the Merger are not
obtained, on a timely basis or at all; (iii) the occurrence of any event, change or other circumstance or condition that could give
rise to the termination of the Merger Agreement, including in circumstances requiring Tellurian to pay a termination fee; (iv) the
effect of the announcement or pendency of the Merger on Tellurian’s business relationships, operating results and business generally;
(v) risks that the Merger disrupts Tellurian’s current plans and operations; (vi) Tellurian’s ability to retain
and hire key personnel and maintain relationships with key business partners, customers and others with whom it does business; (vii) the
diversion of management’s or employees’ attention during the pendency of the Merger from Tellurian’s ongoing business
operations and other opportunities; (viii) the amount of costs, fees, charges or expenses resulting from the Merger; (ix) potential
litigation relating to the Merger; (x) the risk that the price of Tellurian’s common stock may fluctuate during the pendency
of the Merger and may decline significantly if the Merger is not completed; and (xi) other risks described in Tellurian’s
filings with the SEC, including in Item 1A of Part I of the Annual Report on Form 10-K of Tellurian for the fiscal year ended
December 31, 2023, filed by Tellurian with the SEC on February 23, 2024, and other Tellurian filings with the SEC, all of which
are incorporated by reference herein. The forward-looking statements in this communication speak as of the date hereof. Although Tellurian
may from time to time voluntarily update its prior forward-looking statements, it disclaims any commitment to do so except as required
by securities laws.
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