Transaction to Close on September 25, 2023
TULSA,
Okla., Sept. 21, 2023 /PRNewswire/ -- ONEOK, Inc.
(NYSE: OKE) ("ONEOK") and Magellan Midstream Partners, L.P. (NYSE:
MMP) ("Magellan") today announced that, at their respective Special
Meetings, ONEOK shareholders and Magellan unitholders approved the
previously announced merger.
"We are very pleased with the strong support from ONEOK
shareholders and Magellan unitholders, which reflects their belief
in the power of our combination," said Pierce H. Norton II, ONEOK president and chief
executive officer. "Having achieved this important milestone, we
look forward to closing on September
25 and moving forward as one company with a continued
commitment to creating value for our shareholders."
"We appreciate that investors recognize the combination with
ONEOK captures full value for Magellan unitholders and are grateful
for their constructive engagement over the past few months," said
Aaron Milford, Magellan chief
executive officer. "Together, we believe the combined company will
have stronger growth prospects and generate greater value than
Magellan could deliver standalone, and we are excited to be one
step closer to uniting our teams."
According to preliminary results of the ONEOK Special Meeting of
Shareholders, approximately 96% of the common shares voted were in
favor of the transaction.
According to preliminary results of the Magellan Special Meeting
of Unitholders, approximately 76% of the common units voted, or
111.2 million units, were cast in favor of the merger, resulting in
55% of outstanding units voting in favor.
ONEOK and Magellan will each disclose the final vote results of
their respective Special Meetings on Form 8-Ks filed with the U.S.
Securities and Exchange Commission. The merger remains subject to
satisfaction of other customary closing conditions and is
anticipated to close before market on Monday, September 25, 2023, with Magellan common
units expected to cease trading on the New York Stock Exchange at
the close of business on Friday, September
22. As previously announced, upon completion of the
transaction, Magellan unitholders will receive $25.00 in cash and 0.667 shares of ONEOK common
stock for each outstanding Magellan common unit they own
immediately prior to the effective time of the transaction.
ABOUT ONEOK:
ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is a leading
midstream service provider and owns one of the nation's premier
natural gas liquids (NGL) systems, connecting NGL supply in the
Rocky Mountain, Permian and Mid-Continent regions with key market
centers and owns an extensive network of gathering, processing,
fractionation, transportation and storage assets.
ONEOK is a FORTUNE 500 company and is included in the S&P
500.
For information about ONEOK, visit the website:
www.oneok.com.
ABOUT MAGELLAN MIDSTREAM PARTNERS:
Magellan Midstream Partners, L.P. (NYSE: MMP) is a publicly
traded partnership that primarily transports, stores and
distributes refined petroleum products and crude oil. Magellan owns
the longest refined petroleum products pipeline system in the
country, with access to nearly 50% of the nation's refining
capacity, and can store more than 100 million barrels of petroleum
products such as gasoline, diesel fuel and crude oil. More
information is available at www.magellanlp.com.
CAUTIONARY STATEMENT REGARDING 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 Magellan 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," "create," "intend,"
"could," "would," "may," "plan," "will," "guidance," "look,"
"goal," "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 between ONEOK and
Magellan (the "proposed transaction"), the expected closing of the
proposed transaction and the timing thereof and as adjusted
descriptions of the post-transaction company and its operations,
strategies and plans, integration, debt levels and leverage ratio,
capital expenditures, cash flows and anticipated uses thereof,
synergies, opportunities and anticipated future performance,
including maintaining current ONEOK management, enhancements to
investment-grade credit profile, an expected accretion to earnings
and free cash flow, dividend payments and potential share
repurchases, increase in value of tax attributes and expected
impact on EBITDA. Information adjusted for the proposed transaction
should not be considered a forecast of future results. 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's and
Magellan's businesses will not be integrated successfully; 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 of the combined
company or its subsidiaries may be different from what the
companies expect; the risk that a condition to closing of the
proposed transaction may not be satisfied, that either 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; potential adverse reactions or changes to
business or employee relationships, including those resulting from
the announcement or completion of the proposed transaction; the
occurrence of any other event, change or other circumstances that
could give rise to the termination of the merger agreement relating
to the proposed transaction; the risk that changes in ONEOK's
capital structure and governance could have adverse effects on the
market value of its securities; the ability of ONEOK and Magellan
to retain customers and retain and hire key personnel and maintain
relationships with their suppliers and customers and on ONEOK's and
Magellan's operating results and business generally; the risk the
proposed transaction could distract management from ongoing
business operations or cause ONEOK and/or Magellan to incur
substantial costs; the risk of any litigation relating to the
proposed transaction; the risk that ONEOK may be unable to reduce
expenses or access financing or liquidity; the impact of a
pandemic, any related economic downturn and any related 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 Magellan's control, including those detailed in
the joint proxy statement/prospectus (as defined below). All
forward-looking statements are based on assumptions that ONEOK and
Magellan 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, and neither ONEOK nor Magellan
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 sell or the solicitation of an offer to sell or the
solicitation of an offer to buy 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.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND
IT:
In connection with the proposed transaction, ONEOK has filed
with the Securities and Exchange Commission (the "SEC") a
registration statement on Form S-4 (the "Registration Statement")
to register the shares of ONEOK's common stock to be issued in
connection with the proposed transaction. The Registration
Statement includes a document that serves as a prospectus of ONEOK
and joint proxy statement of ONEOK and Magellan (the "joint proxy
statement/prospectus"), and each party will file other documents
regarding the proposed transaction with the SEC. The Registration
Statement was declared effective by the SEC on July 24, 2023. ONEOK and Magellan each filed with
the SEC the definitive joint proxy statement/prospectus on
July 25, 2023. Each of ONEOK and
Magellan commenced mailing copies of the joint proxy
statement/prospectus to shareholders of ONEOK and unitholders of
Magellan, respectively, on or about July 25,
2023. This report is not a substitute for the joint proxy
statement/prospectus or for any other document that ONEOK or
Magellan has filed or may file in the future with the SEC in
connection with the merger. INVESTORS AND SECURITY HOLDERS OF ONEOK
AND MAGELLAN ARE URGED TO CAREFULLY AND THOROUGHLY READ THE JOINT
PROXY STATEMENT/PROSPECTUS, INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO, AND OTHER RELEVANT DOCUMENTS FILED OR THAT
WILL BE FILED BY ONEOK AND MAGELLAN WITH THE SEC BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT ONEOK AND MAGELLAN, THE
PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED
MATTERS. Investors can obtain free copies of the joint proxy
statement/prospectus and other relevant documents filed by ONEOK
and Magellan with the SEC through the website maintained by the SEC
at www.sec.gov. Copies of documents filed with the SEC by ONEOK,
including the joint 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
Magellan, including the joint proxy statement/prospectus, are
available free of charge from Magellan's website at
www.magellanlp.com under the "Investors" tab.
CONTACTS:
ONEOK, Inc.
Investor Relations:
Megan
Patterson
Phone:
918-561-5325
ONEOKInvestorRelations@oneok.com
Media Relations:
Brad Borror
Phone: 918-588-7582
brad.borror@oneok.com
Magellan Midstream Partners, L.P.
Investor Relations:
Paula
Farrell
Phone:
918-574-7650
paula.farrell@magellanlp.com
Media Relations:
Bruce Heine
Phone: 918-574-7010
bruce.heine@magellanlp.com
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SOURCE ONEOK, Inc.
