SUNNY ISLES BEACH, Fla.,
Dec. 24, 2021 /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 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 $75.00 per Share in cash, without interest, less
any applicable withholding taxes (the "Offer Price"), until 12:00
midnight, New York City time, on
Wednesday, January 26, 2022, unless
further extended or earlier terminated in the event that a
condition to the Offer becomes incapable of being satisfied.
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 December 23, 2021, a total of approximately
8,670,967 Shares had been validly tendered and not properly
withdrawn. 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not withdrawn their shares do not need to re-tender their shares or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
SCHEDULE 14A FILED BY CARL C. ICAHN AND HIS AFFILIATES WITH THE
SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 2021. 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
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.