SUNNY
ISLES BEACH, Fla., March 23,
2022 /PRNewswire/ -- IEP Utility Holdings LLC, an
affiliate of Icahn Enterprises L.P. (the "Offeror"), announced that
it has extended the expiration date of its tender offer (the
"Offer") to purchase any and all of the issued and outstanding
shares of the common stock, par value $1.00 per share (the "Common Stock"), of
Southwest Gas Holdings, Inc., a Delaware corporation (the "Company" or
"Southwest Gas"), including the associated rights issued pursuant
to the Rights Agreement, dated October 10,
2021 (as it may be amended from time to time, the "Rights
Agreement"), between the Company and Equiniti Trust Company, as
rights agent, that are issued and outstanding (the "Rights" and,
together with the Common Stock, the "Shares"), for $82.50 per Share in cash, without interest, less
any applicable withholding taxes (the "Offer Price"), until 12:00
midnight, New York City time, on
Thursday, April 21, 2022, unless
further extended or earlier terminated in the event that a
condition to the Offer becomes incapable of being satisfied.
The Offeror also announced today that it is removing the
regulatory approval condition to the Offer. As previously
announced, upon the closing of the Offer, if Shares are tendered
that would result in the Offeror (and its affiliates) holding more
than 24.9% of the Shares, then all of the Shares in excess of 24.9%
will be transferred to one or more independent Delaware statutory trusts with each trust
being independent of the other trusts and not owning more than
24.9% of all Shares. The trust agreements, which will limit the
number of Shares that the Offeror (and its affiliates) are entitled
to vote to a maximum of 24.9% of the Shares, allow the Offeror to
close the Offer and accept all Shares that are validly tendered and
not withdrawn in the Offer, without first obtaining regulatory
approvals that may have otherwise been required if the closing of
the Offer results in the Offeror obtaining voting power or control
in excess of 24.9% of the Shares. In light of the foregoing, the
Offeror has determined to remove the regulatory approval condition
to the Offer. As a result, the only meaningful condition to the
Offer is now in the hands of the stockholders. Affiliates of the
Offeror are now conducting a proxy contest to replace the entire
incumbent board of directors of the Company at the upcoming annual
meeting of stockholders. The Offeror is confident that, if its
affiliates are successful in replacing a majority of the incumbent
directors, the poison pill will be eliminated and those
stockholders choosing to tender their Shares will receive their
money promptly.
The Offer continues to be subject to the remaining conditions
set forth in Section 14 — "Conditions of the Offer" of the Offer to
Purchase. Complete terms and conditions of the tender offer can be
found in the Offer to Purchase, the Letter of Transmittal, the
Notice of Guaranteed Delivery, the Supplement to the Offer to
Purchase, and certain other materials contained in the Offeror's
tender offer statement on Schedule TO originally filed with the
U.S. Securities and Exchange Commission ("SEC") on October 27, 2021, as amended and as may be
further amended from time to time, and are available at
www.sec.gov. Except as described in this press release, the terms
of the tender offer remain the same as set forth in the Offer to
Purchase, the Letter of Transmittal, the Notice of Guaranteed
Delivery, and the Supplement to the Offer to Purchase, in each
case, as amended.
Continental Stock Transfer & Trust Company, the depositary
for the tender offer, has advised the Offeror that, as of
5:00 p.m., New York City time, on March 23, 2022, a total of approximately
12,554,796 Shares had been validly tendered and not properly
withdrawn, representing approximately 20.8% of the outstanding
Shares. Of the Shares tendered, 2,649,625 Shares were tendered
pursuant to guaranteed delivery procedures. Stockholders who have
previously validly tendered and not withdrawn their shares do not
need to re-tender their shares or take any other action in response
to this extension.
Copies of the Offer to Purchase, the related Letter of
Transmittal and other materials related to the tender offer may be
obtained for free from the information agent, Harkins Kovler, LLC, at (800) 326-5997 (U.S.
banks and brokerage firms, please call (212) 468-5380). The
depositary for the tender offer is Continental Stock Transfer &
Trust Company.
Additional Information and Where to Find
It;
Participants in the Solicitation and Notice to Investors
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND
OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY CARL C.
ICAHN AND HIS AFFILIATES FROM THE STOCKHOLDERS OF SOUTHWEST GAS
HOLDINGS, INC. ("SOUTHWEST GAS") FOR USE AT THE ANNUAL MEETING OF
STOCKHOLDERS OF SOUTHWEST GAS WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION
RELATING TO THE PARTICIPANTS IN SUCH PROXY SOLICITATION. WHEN
COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE
MAILED TO STOCKHOLDERS OF SOUTHWEST GAS AND WILL ALSO BE AVAILABLE
AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S ("SEC")
WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE
PARTICIPANTS IN SUCH PROXY SOLICITATION IS CONTAINED IN THE
PRELIMINARY PROXY STATEMENT FILED BY ICAHN PARTNERS LP AND ITS
AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON
FEBRUARY 15, 2022. EXCEPT AS
OTHERWISE DISCLOSED IN THE SCHEDULE 14A, THE PARTICIPANTS HAVE NO
INTEREST IN SOUTHWEST GAS. THE SOLICITATION DISCUSSED HEREIN
RELATES TO THE SOLICITATION OF PROXIES FOR USE AT THE 2022 ANNUAL
MEETING OF STOCKHOLDERS OF SOUTHWEST GAS HOLDINGS.
THIS COMMUNICATION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
A RECOMMENDATION, AN OFFER TO PURCHASE OR A SOLICITATION OF AN
OFFER TO SELL SHARES. IEP UTILITY HOLDINGS LLC, AN AFFILIATE OF
ICAHN ENTERPRISES, FILED A TENDER OFFER STATEMENT AND RELATED
EXHIBITS WITH THE SEC ON OCTOBER 27,
2021. SOUTHWEST GAS FILED A SOLICITATION/ RECOMMENDATION
STATEMENT WITH RESPECT TO THE TENDER OFFER WITH THE SEC ON
NOVEMBER 9, 2021. STOCKHOLDERS OF
SOUTHWEST GAS ARE STRONGLY ADVISED TO READ THE TENDER OFFER
STATEMENT (INCLUDING THE RELATED EXHIBITS) AND THE
SOLICITATION/RECOMMENDATION STATEMENT, AS THEY MAY BE AMENDED FROM
TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT
STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING
TENDERING THEIR SHARES. THE TENDER OFFER STATEMENT (INCLUDING THE
RELATED EXHIBITS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ARE
AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT WWW.SEC.GOV. THE
TENDER OFFER STATEMENT AND OTHER DOCUMENTS THAT ARE FILED BY IEP
UTLITY HOLDINGS LLC WITH THE SEC WILL BE MADE AVAILABLE TO ALL
STOCKHOLDERS OF SOUTHWEST GAS FREE OF CHARGE UPON REQUEST TO THE
INFORMATION AGENT FOR THE TENDER OFFER. THE INFORMATION AGENT FOR
THE TENDER OFFER IS HARKINS KOVLER, LLC, 3 COLUMBUS CIRCLE, 15TH
FLOOR, NEW YORK, NY 10019,
TOLL-FREE TELEPHONE: +1 (800) 326-5997, EMAIL:
SWX@HARKINSKOVLER.COM.
Other Important Disclosure Information
SPECIAL NOTE REGARDING THIS PRESS RELEASE
THIS PRESS RELEASE CONTAINS OUR CURRENT VIEWS ON THE VALUE OF
SOUTHWEST GAS SECURITIES AND CERTAIN ACTIONS THAT SOUTHWEST GAS'
BOARD MAY TAKE TO ENHANCE THE VALUE OF ITS SECURITIES. OUR VIEWS
ARE BASED ON OUR OWN ANALYSIS OF PUBLICLY AVAILABLE INFORMATION AND
ASSUMPTIONS WE BELIEVE TO BE REASONABLE. THERE CAN BE NO ASSURANCE
THAT THE INFORMATION WE CONSIDERED AND ANALYZED IS ACCURATE OR
COMPLETE. SIMILARLY, THERE CAN BE NO ASSURANCE THAT OUR ASSUMPTIONS
ARE CORRECT. SOUTHWEST GAS' PERFORMANCE AND RESULTS MAY DIFFER
MATERIALLY FROM OUR ASSUMPTIONS AND ANALYSIS.
WE HAVE NOT SOUGHT, NOR HAVE WE RECEIVED, PERMISSION FROM ANY
THIRDPARTY TO INCLUDE THEIR INFORMATION IN THIS PRESS RELEASE. ANY
SUCH INFORMATION SHOULD NOT BE VIEWED AS INDICATING THE SUPPORT OF
SUCH THIRD PARTY FOR THE VIEWS EXPRESSED HEREIN.
OUR VIEWS AND OUR HOLDINGS COULD CHANGE AT ANY TIME. WE MAY SELL
ANY OR ALL OF OUR HOLDINGS OR INCREASE OUR HOLDINGS BY PURCHASING
ADDITIONAL SECURITIES. WE MAY TAKE ANY OF THESE OR OTHER ACTIONS
REGARDING SOUTHWEST GAS WITHOUT UPDATING THIS PRESS RELEASE OR
PROVIDING ANY NOTICE WHATSOEVER OF ANY SUCH CHANGES (EXCEPT AS
OTHERWISE REQUIRED BY LAW).
FORWARD-LOOKING STATEMENTS:
Certain statements contained in this press release are
forward-looking statements including, but not limited to,
statements that are predications of or indicate future events,
trends, plans or objectives. Undue reliance should not be placed on
such statements because, by their nature, they are subject to known
and unknown risks and uncertainties. Forward-looking statements are
not guarantees of future performance or activities and are subject
to many risks and uncertainties. Due to such risks and
uncertainties, actual events or results or actual performance may
differ materially from those reflected or contemplated in such
forward-looking statements. Forward-looking statements can be
identified by the use of the future tense or other forward-looking
words such as "believe," "expect," "anticipate," "intend," "plan,"
"estimate," "should," "may," "will," "objective," "projection,"
"forecast," "management believes," "continue," "strategy,"
"position" or the negative of those terms or other variations of
them or by comparable terminology.
Important factors that could cause actual results to differ
materially from the expectations set forth in this press release
include, among other things, the factors identified in Southwest
Gas' public filings. Such forward-looking statements should
therefore be construed in light of such factors, and we are under
no obligation, and expressly disclaim any intention or obligation,
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law.
Contacts:
Information Agent
Harkins Kovler, LLC
Peter Harkins / Jordan Kovler
(212) 468-5390 / (212) 468-5384
pharkins@harkinskovler.com / jkovler@harkinskovler.com
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SOURCE Icahn Enterprises L.P.