TULSA,
Okla., Jan. 22, 2025 /PRNewswire/ -- ONEOK, Inc.
(NYSE: OKE) ("ONEOK") and EnLink Midstream, LLC (NYSE: ENLC)
("EnLink") today announced that the two leading independent proxy
advisory firms, Institutional Shareholder Services Inc. (ISS) and
Glass Lewis & Co. (Glass Lewis), have recommended that EnLink
unitholders vote in favor of ONEOK's pending acquisition of the
remaining publicly held common units of EnLink at the upcoming
Special Meeting of EnLink Unitholders (the "Special Meeting").
The Special Meeting is scheduled to take place at 10 a.m. Central Time (11
a.m. Eastern Time) on Jan. 30,
2025, and will be held virtually.
The EnLink Board of Directors and the Conflicts Committee of the
EnLink Board of Directors unanimously recommend that unitholders
vote "FOR" all proposals provided in detail in the
definitive proxy statement related to the Special Meeting.
Completion of the acquisition is subject to the approval of a
majority of the outstanding EnLink common units (including common
units owned by ONEOK) and other customary closing conditions. No
ONEOK shareholder vote is required to complete the transaction.
The transaction is expected to close soon after the Special
Meeting, subject to the satisfaction or waiver of all other closing
conditions.
EnLink unitholders who need assistance voting or have questions
regarding the Special Meeting may contact EnLink's proxy
solicitor:
Innisfree M&A Incorporated
501 Madison Avenue, 20th Floor
New York, New York 10022
Unitholders may call 866-239-1762 (toll-free
from the U.S. and Canada) or
+1-412-232-3651 (from other countries).
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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 possibility that EnLink
unitholders may not approve the proposed transaction; 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 maret 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. BEFORE MAKING ANY VOTING DECISION,
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.
Participants in the Solicitation:
ONEOK, EnLink and certain of their (or EnLink's managing
member's) respective directors and executive officers may be deemed
to be participants in the solicitation of proxies in respect of the
proposed transaction. Information about ONEOK's directors
and executive officers is available in ONEOK's Annual Report on
Form 10-K for the 2023 fiscal year filed with the SEC on
February 27, 2024, and its revised definitive proxy statement
for the 2024 annual meeting of shareholders filed with the SEC on
May 1, 2024, and in the proxy
statement/prospectus. Information about the directors and executive
officers of EnLink's managing member is available in its Annual
Report on Form 10-K for the 2023 fiscal year filed with
the SEC on February 21, 2024, and in the proxy
statement/prospectus. Other information regarding the participants
in the solicitations and a description of their direct and indirect
interests, by security holdings or otherwise, is set forth in the
Registration Statement, the proxy statement/prospectus and other
relevant materials when filed with the SEC regarding the proposed
transaction when they become available. Investors should read the
proxy statement/prospectus carefully before making any voting or
investment decisions. Copies of the documents filed with the SEC by
ONEOK and EnLink are available free of charge through the website
maintained by the SEC at www.sec.gov. Additionally,
copies of documents filed with the SEC by ONEOK, including the
proxy statement/prospectus, are available free of charge from
ONEOK's website at www.oneok.com and copies of documents
filed with the SEC by EnLink, including the proxy
statement/prospectus, are available free of charge from EnLink's
website at www.enlink.com.
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.
