El Paso Corporation (NYSE: EP) today announced that it intends to
adjourn the special meeting of its stockholders scheduled for 9:00
a.m. local time on March 6, 2012 without conducting any business,
and to reconvene the special meeting at 9:00 a.m., local time on
March 9, 2012. The location of such reconvened special meeting will
be at the Hyatt Regency Houston, 1200 Louisiana Street, Houston, TX
77002, the same location as the special meeting scheduled for March
6, 2012. The record date for stockholders entitled to vote at the
special meeting remains January 20, 2012. El Paso intends to
adjourn the meeting in order to provide stockholders of El Paso
with additional time to consider the February 29th Delaware
Chancery Court Opinion in In re El Paso Corporation Shareholder
Litigation, Case No. 6949-CS, a copy of which may be found on the
investors page in El Paso's website at www.elpaso.com. In addition,
stockholders should be aware that since El Paso mailed its
definitive Proxy Statement for the Special Meeting on or about
January 31, 2012, on February 24, 2012, subsidiaries of El Paso
entered into an agreement to sell El Paso's exploration and
productions assets (subject to completion of Kinder Morgan's
transaction with El Paso) as reflected on a Form 8-K filed by El
Paso with the Securities & Exchange Commission on February 27,
2012 which may be found at www.sec.gov and that Kinder Morgan and
El Paso have each filed their Annual Reports on Form 10-K for the
year ended December 31, 2011 which may be found at www.sec.gov.
El Paso has been advised by MacKenzie Partners, Inc. that as of
March 2, 2012, approximately 70 percent of El Paso's outstanding
shares have been voted in connection with the transaction with
Kinder Morgan, with more than 98.5 percent voting in favor of the
proposal to adopt the merger agreement with Kinder Morgan and the
first merger and the transactions contemplated thereby,
approximately 92 percent voting in favor of the proposal on
adjourning the special meeting, if necessary, to solicit additional
proxies if there are not sufficient votes to adopt the merger
agreement and first merger agreement and approximately 69 percent
voting in favor of the advisory (non-binding) proposal on the
compensation that may be paid to El Paso's named executive officers
that relates to the transaction with Kinder Morgan. If a
stockholder has previously submitted its proxy card and does not
wish to change its vote, no further action is required by such
stockholder. If a stockholder would like to vote or change its
vote, please refer to the instructions provided in El Paso's proxy
statement, which is available at www.sec.gov or on the investors
page in El Paso's website at www.elpaso.com. In addition,
stockholders may contact El Paso's proxy solicitor, MacKenzie
Partners, Inc., for assistance at:
MacKenzie Partners, Inc. 105 Madison Avenue New York, NY 10016
Lawrence Dennedy (212) 929-5239 Laurie Connell (212) 378-7071 Call
Collect: (212) 929-5500 Toll Free: (800) 322-2885 Email:
proxy@mackenziepartners.com
About El Paso
El Paso Corporation provides natural gas and related energy
products in a safe, efficient, and dependable manner. The company
owns North America's largest interstate natural gas pipeline
system, one of North America's largest independent exploration
& production companies and an emerging midstream business. El
Paso owns a 42 percent limited partner interest, and the 2 percent
general partner interest in El Paso Pipeline Partners, L.P. On
October 16, 2011, El Paso Corporation announced that it has entered
into a definitive agreement whereby Kinder Morgan, Inc. will
acquire all of the outstanding shares of El Paso Corporation. For
more information, visit www.elpaso.com.
Important Additional Information Filed With The
SEC Kinder Morgan, Inc. ("KMI") has filed with the SEC a
Registration Statement on Form S-4 in connection with the proposed
transactions contemplated by the Merger Agreement, including a
definitive Information Statement/Prospectus of KMI and a definitive
Proxy Statement of El Paso Corporation ("EP"). The Registration
Statement was declared effective by the SEC on January 30, 2012.
Post-effective amendments to the Registration Statement were filed
on February 27, 2012 and on March 1, 2012. KMI and EP mailed the
definitive Information Statement/Prospectus of KMI and definitive
Proxy Statement of EP on or about January 31, 2012. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND
THE DEFINITIVE INFORMATION STATEMENT/PROXY STATEMENT/PROSPECTUS AND
ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED BY KMI OR EP,
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION.
Investors and security holders are able to obtain free copies of
the Registration Statement and the definitive Information
Statement/Proxy Statement/Prospectus and other documents filed with
the SEC by KMI and EP through the web site maintained by the SEC at
www.sec.gov or by phone, e-mail or written request by contacting
the investor relations department of KMI or EP at the
following:
Kinder Morgan, Inc. Address: 500 Dallas Street, Suite 1000
Houston, Texas 77002 Attention: Investor Relations Phone: (713)
369-9490 E-mail: kmp_ir@kindermorgan.com
El Paso Corporation Address: 1001 Louisiana Street Houston,
Texas 77002 Attention: Investor Relations Phone: (713) 420-5855
E-mail: investorrelations@elpaso.com
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of any such jurisdiction.
No offering 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.
Participants In The Solicitation
KMI and EP, and their respective directors and executive
officers, may be deemed to be participants in the solicitation of
proxies in respect of the proposed transactions contemplated by the
Merger Agreement. Information regarding KMI's directors and
executive officers is contained in the Information Statement/Proxy
Statement/Prospectus and KMI's Form 10-K for the year ended
December 31, 2011, which has been filed with the SEC. Information
regarding EP's directors and executive officers is contained in
EP's Form 10-K for the year ended December 31, 2011 and its proxy
statement dated March 29, 2011, which are filed with the SEC. A
more complete description is available in the Registration
Statement and the Information Statement/Proxy
Statement/Prospectus.
Safe Harbor For Forward-Looking Statements
Statements in this document regarding the proposed transaction
between KMI and EP, the expected timetable for completing the
proposed transactions, future financial and operating results,
benefits and synergies of the proposed transaction, future
opportunities for the combined company, the expected timetable for
completing the sale of EP's exploration and production assets, the
possible drop-down of assets and any other statements about KMI or
EP managements' future expectations, beliefs, goals, plans or
prospects constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Any
statements that are not statements of historical fact (including
statements containing the words "believes," "plans," "anticipates,"
"expects," "estimates" and similar expressions) should also be
considered to be forward looking statements. There are a number of
important factors that could cause actual results or events to
differ materially from those indicated by such forward looking
statements, including: the ability to consummate the EP Energy Sale
and the proposed transactions contemplated by the Merger Agreement;
the ability to obtain the requisite regulatory and shareholder
approvals and the satisfaction of other conditions to consummation
of the transaction; the possibility that financing might not be
available on the terms agreed to; the ability to consummate
contemplated asset sales; the ability of KMI to successfully
integrate EP's operations and employees; the ability to realize
anticipated synergies and cost savings; the potential impact of
announcement of the transaction or consummation of the transaction
on relationships, including with employees, suppliers, customers
and competitors; the ability to achieve revenue growth; national,
international, regional and local economic, competitive and
regulatory conditions and developments; technological developments;
capital and credit markets conditions; inflation rates; interest
rates; the political and economic stability of oil producing
nations; energy markets, including changes in the price of certain
commodities; weather conditions; environmental conditions; business
and regulatory or legal decisions; the pace of deregulation of
retail natural gas and electricity and certain agricultural
products; the timing and success of business development efforts;
terrorism; and the other factors described in KMI's and EP's Annual
Reports on Form 10-K for the year ended December 31, 2011 and their
most recent Exchange Act reports filed with the SEC. Except as
required by law, KMI and EP disclaim any intention or obligation to
update any forward-looking statements as a result of developments
occurring after the date of this document.
Contacts Media Relations Bruce Connery (713) 420-5855
Richard Wheatley (713) 420-6828 Investor Relations Bruce Connery
(713) 420-5855 Bill Baerg (713) 420-2906 MacKenzie Partners, Inc.
Lawrence Dennedy (212) 929-5239 Laurie Connell (212) 378-7071
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