SUNNY ISLES BEACH, Fla.,
May 9, 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 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
Friday, May 20, 2022, unless further
extended or earlier terminated in the event that a condition to the
Offer becomes incapable of being satisfied.
As previously announced, on May 6,
2022, the Offeror and its affiliates entered into a
cooperation agreement with Southwest Gas regarding the proxy
solicitation conducted by affiliates of the Offeror and the Offer.
Among other things, the cooperation agreement provides that
Southwest Gas will amend the Rights Agreement so that the Offeror
may acquire up to 24.9% of the Shares. As a result of the amendment
to the Rights Agreement, the poison pill will not be triggered upon
the closing of the Offer. Pursuant to the terms of the cooperation
agreement, the Offeror announced today that it is amending the
Offer to reflect that the Offeror is now seeking to purchasean
aggregate number of Shares such that the Offeror and its affiliates
will own up to 24.9% of the issued and outstanding Shares upon
closing of the Offer (including the 2,898,676 Shares and 1,840,000
cash settled swaps currently held by affiliates of the Offeror), at
a price of $82.50 per Share, net to
the tendering stockholder in cash, without interest, less any
applicable withholding taxes, in the Offer. In the event that the
Shares tendered into the Offer exceed this amount, the Shares will
be subject to "odd lot" and proration priority provisions.
The Offeror also announced that it is irrevocably waiving all
conditions to the Offer that have not otherwise been satisfied, so
that there are no conditions to the Offer that have not been
satisfied or waived.
A Supplement to the Offer to Purchase and certain other related
documents are being mailed today to the stockholders of Southwest
Gas.
Complete terms and conditions of the tender offer can be found
in the Offer to Purchase, the Revised Letter of Transmittal, the
Revised Notice of Guaranteed Delivery, the Supplement to the Offer
to Purchase, dated December 7, 2021,
the Supplement to the Offer to Purchase, dated May 9, 2022, 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.
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 May 6, 2022, the last business day prior to the
announcement of the extension of the Offer, a total of
approximately 4,850,754 Shares had been validly tendered and not
properly withdrawn, representing approximately 7.3% of the
outstanding Shares (based on 66,849,225 Shares outstanding as
of March 31, 2022). Of the Shares
tendered, 529,928 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. However, if
you are an odd lot holder and want to avoid possible proration, you
must tender all of your odd lot Shares and so indicate on the
Revised Letter of Transmittal.
Copies of the Offer to Purchase, the Revised Letter of
Transmittal, the Supplement to the Offer, 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
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
THIRD-PARTY 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.