Transaction Expected to Close on
Jan. 31, 2025
TULSA,
Okla., Jan. 30, 2025 /PRNewswire/ -- ONEOK, Inc.
(NYSE: OKE) ("ONEOK") and EnLink Midstream, LLC (NYSE: ENLC)
("EnLink") today announced that EnLink unitholders approved ONEOK's
previously announced acquisition of the remaining publicly held
common units of EnLink.
According to preliminary results of the EnLink Special Meeting
of Unitholders, approximately 99.8% of the common units voted, or
379.1 million units, were cast in favor of the transaction,
resulting in 82.9% of outstanding units voting in favor. EnLink
will disclose the final vote results of its Special Meeting on a
Form 8-K filed with the U.S. Securities and Exchange
Commission.
The acquisition is expected to close tomorrow, Jan. 31, 2025. EnLink common units are expected
to cease trading on the New York Stock Exchange prior to market
open on Jan. 31. As previously
announced, upon completion of the acquisition, each outstanding
common unit of EnLink not owned by ONEOK will be converted into
0.1412 shares of ONEOK common stock.
FORWARD-LOOKING STATEMENTS:
This communication contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical fact,
included in this communication that address activities, events or
developments that ONEOK or EnLink expects, believes or anticipates
will or may occur in the future are forward-looking statements.
Words such as "estimate," "project," "predict," "believe,"
"expect," "anticipate," "potential," "opportunity," "create,"
"intend," "could," "would," "may," "plan," "will," "guidance,"
"look," "goal," "target," "future," "build," "focus," "continue,"
"strive," "allow" or the negative of such terms or other variations
thereof and words and terms of similar substance used in connection
with any discussion of future plans, actions, or events identify
forward-looking statements. However, the absence of these words
does not mean that the statements are not forward-looking. These
forward-looking statements include, but are not limited to,
statements regarding the proposed transaction, the expected closing
of the proposed transaction and the timing thereof, and
descriptions of ONEOK, EnLink and their combined operations after
giving effect to the proposed transaction. There are a number of
risks and uncertainties that could cause actual results to differ
materially from the forward-looking statements included in this
communication. These include the risk that ONEOK will not be able
to successfully integrate EnLink's business; the risk that cost
savings, synergies and growth from the proposed transaction may not
be fully realized or may take longer to realize than expected; the
risk that the credit ratings following the proposed transaction may
be different from what ONEOK expects; the risk that a condition to
closing of the proposed transaction may not be satisfied, that a
party may terminate the merger agreement relating to the proposed
transaction or that the closing of the proposed transaction might
be delayed or not occur at all; the risk of potential adverse
reactions or changes to business or employee relationships,
including those resulting from the announcement or completion of
the proposed transaction; risks related to the occurrence of any
other event, change or circumstance that could give rise to the
termination of the merger agreement related to the proposed
transaction; the risk that changes in ONEOK's capital structure
could have adverse effects on the market value of its securities;
risks related to the ability of the parties to retain customers and
retain and hire key personnel and maintain relationships with their
suppliers and customers and on each of the companies' operating
results and business generally; the risk that the proposed
transaction could distract ONEOK's and EnLink's respective
management teams from ongoing business operations or cause either
of the companies to incur substantial costs; risks related to the
impact of any economic downturn and any substantial decline in
commodity prices; the risk of changes in governmental regulations
or enforcement practices, especially with respect to environmental,
health and safety matters; and other important factors that could
cause actual results to differ materially from those projected. All
such factors are difficult to predict and are beyond ONEOK's or
EnLink's control, including those detailed in ONEOK's Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K that are available on ONEOK's website at
www.oneok.com and on the website of the SEC at
www.sec.gov, and those detailed in EnLink's Annual Reports
on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K that are available on EnLink's website at
www.enlink.com and on the website of the SEC at
www.sec.gov. All forward-looking statements are based
on assumptions that ONEOK and EnLink believe to be reasonable but
that may not prove to be accurate. Any forward-looking statement
speaks only as of the date on which such statement is made, neither
ONEOK nor EnLink undertakes any obligation to correct or update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by applicable law.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date
hereof.
NO OFFER OR SOLICITATION:
This communication is not intended to and shall not constitute
an offer to buy or sell or the solicitation of an offer to buy or
sell any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended.
Additional Information And Where To Find It:
In connection with the proposed transaction, ONEOK filed with
the SEC a registration statement on Form S-4 (the
"Registration Statement") to register the shares of ONEOK's common
stock to be issued pursuant to the proposed transaction, which
includes a prospectus of ONEOK and a proxy statement of EnLink (the
"proxy statement/prospectus"). Each of ONEOK and EnLink may
also file other documents with the SEC regarding the proposed
transaction. This document is not a substitute for the Registration
Statement, proxy statement/prospectus or any other document which
ONEOK or EnLink has filed or may file with the SEC in connection
with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE REGISTRATION STATEMENT, PROXY
STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE
BEEN OR MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS
OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY
IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION, THE
RISKS RELATED THERETO, AND RELATED MATTERS. The Registration
Statement was declared effective by the SEC on December 30, 2024, and EnLink mailed the
definitive proxy statement/prospectus to its unitholders on or
about December 31, 2024. Investors
and security holders will be able to obtain free copies of the
Registration Statement and the definitive proxy
statement/prospectus, as each may be amended or supplemented from
time to time, and other relevant documents filed by ONEOK and
EnLink with the SEC (when available) through the website maintained
by the SEC at www.sec.gov. Copies of documents
filed with the SEC by ONEOK, including the definitive proxy
statement/prospectus, are available free of charge from ONEOK's
website at www.oneok.com under the "Investors" tab. Copies
of documents filed with the SEC by EnLink, including the definitive
proxy statement/prospectus, are available free of charge from
EnLink's website at www.enlink.com under the
"Investors" tab.
ABOUT ONEOK:
At ONEOK (NYSE: OKE), we deliver energy products and services
vital to an advancing world. We are a leading midstream operator
that provides gathering, processing, fractionation, transportation
and storage services. Through our more than 50,000-mile pipeline
network, we transport the natural gas, natural gas liquids (NGLs),
refined products and crude oil that help meet domestic and
international energy demand, contribute to energy security and
provide safe, reliable and responsible energy solutions needed
today and into the future. As one of the largest diversified energy
infrastructure companies in North
America, ONEOK is delivering energy that makes a difference
in the lives of people in the U.S. and around the world.
ONEOK is an S&P 500 company headquartered in Tulsa, Oklahoma.
For information about ONEOK, visit the website: www.oneok.com.
For the latest news about ONEOK, find us on LinkedIn, Facebook,
X and Instagram.
ABOUT ENLINK MIDSTREAM:
Headquartered in Dallas, EnLink
Midstream (NYSE: ENLC) provides integrated midstream infrastructure
services for natural gas, crude oil, and NGLs, as well as
CO2 transportation for carbon capture and
sequestration (CCS). Our large-scale, cash-flow-generating asset
platforms are in premier production basins and core demand centers,
including the Permian Basin, Louisiana, Oklahoma, and North
Texas. EnLink is focused on maintaining the financial
flexibility and operational excellence that enables us to
strategically grow and create sustainable value. Visit
http://www.EnLink.com to learn how EnLink connects energy to
life.
CONTACTS:
ONEOK, Inc.
Investor Relations:
Megan Patterson
918-561-5325
ONEOKInvestorRelations@oneok.com
Media Relations:
Alicia Buffer
918-861-3749
alicia.buffer@oneok.com
EnLink Midstream, LLC
Investor Relations:
Brian Brungardt
214-721-9353
brian.brungardt@enlink.com
Media Relations:
Megan Wright
214-721-9694
megan.wright@enlink.com
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SOURCE Oneok, Inc.
