Home Enterprise holdings Southwest Gas Announces Delaware Chancellery Court Dismisses Icahn’s Petition

Southwest Gas Announces Delaware Chancellery Court Dismisses Icahn’s Petition


Dismisses temporary restraining order for permanent financing of Questar acquisition

LAS VEGAS, December 21, 2021 / PRNewswire / – Southwest Gas Holdings, Inc. (NYSE: SWX) (“Southwest Gas” or the “Company”) has announced that the Delaware The Court of Chancellery today released a court decision denying Icahn Partners LP and Icahn Partners Master Fund LP (“Icahn”) petition for a temporary restraining order regarding the permanent funding of Southwest Gas for its acquisition of Dominion Energy Questar Pipeline LLC (“Questar”). Icahn unsuccessfully attempted to restrict Southwest Gas’s ability to raise permanent financing for the company’s acquisition of Questar.

As previously reported, Icahn has launched a takeover bid to acquire shares of Southwest Gas. The board of directors of the company unanimously recommended that shareholders of Southwest Gas reject the takeover bid and not tender any shares in accordance with the offer. The Council has determined that Icahn’s offer is inadequate, coercive, uncertain and illusory.

About Southwest Gas Holdings, Inc.

Southwest Gas Holdings, Inc., through its subsidiaries, is engaged in the purchase, distribution and transportation of natural gas and provides comprehensive utility infrastructure services across North America. Southwest Gas Corporation, a wholly owned subsidiary, safely and reliably delivers natural gas to more than two million customers in Arizona, California and Nevada. Centuri Group, Inc., a wholly owned subsidiary, is a full service utility infrastructure company dedicated to providing a wide range of solutions for North America gas and electricity suppliers.

How to find additional information

This communication does not constitute a solicitation of a vote or approval in connection with the 2022 annual meeting of shareholders of Southwest Gas Holdings, Inc. (the “Company”) (the “Annual Meeting”). In connection with the Annual Meeting, the Company will file a proxy with the United States Securities and Exchange Commission (“SEC”), which the Company will provide, along with any other relevant information or document, to its shareholders in connection with of the Annual Meeting. . BEFORE MAKING ANY VOTING DECISIONS, WE CAREFULLY INVITE SHAREHOLDERS TO READ THE PROXY CIRCULAR (INCLUDING ALL CHANGES AND SUPPLEMENTS) AND OTHER DOCUMENTS WHEN SUCH INFORMATION IS FILED WITH AND INTEGRATED WITH THE SEC. THEY BECOME AVAILABLE, BECAUSE OF THE COMPANY AND THE ANNUAL MEETING. Proposals for the Annual Meeting will be made only through the proxy circular. In addition, a copy of the proxy statement (when available) can be obtained free of charge at www.swgasholdings.com/proxymaterials. Securityholders will also be able to obtain free copies of the Proxy Circular and any other documents filed by the Company with the SEC in connection with the Annual Meeting on the SEC’s website at http : //www.sec.gov, and on the companies website at www.swgasholdings.com.

Important information for investors and shareholders

This communication does not constitute an offer to buy or the solicitation of an offer to sell securities. In response to the takeover bid for the shares of the Company launched by IEP Utility Holdings LLC and Icahn Enterprises Holdings LP, the Company has filed a solicitation / recommendation statement on Schedule 14D-9 with the SEC. SOUTHWEST GAS HOLDINGS INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY THEIR SOLICITATION / RECOMMENDATION STATEMENT AND OTHER SEC DOCUMENTS IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders can obtain a free copy of these documents from the SEC’s website at www.sec.gov and from the Company’s website at www.swgasholdings.com. In addition, copies of these documents may be requested from the Company’s information agent, Innisfree M&A Incorporated, at toll-free number (877) 825-8621.

Forward-looking statements

This document 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. These statements are based on current expectations, estimates and projections regarding, among other things, the industry, markets in which Southwest Gas Holdings, Inc. (the “Company”, “Southwest Gas Holdings”, “SWX” or “we” operates, and the matters described in this press release. Although the management of the Company believes that the assumptions underlying its forward-looking statements and information are reasonable, such information is necessarily subject to uncertainties and may involve certain risks, including many are difficult to predict and are beyond the control of the Company’s management. A number of important factors affecting the Company’s business and financial results could cause actual results to differ materially from those shown in forward-looking statements. factors include, but are not limited to, the timing and amount of tariff relief, app changes inputs to rate design, customer growth rates, effects of regulation / deregulation, tax reform and related regulatory decisions, impacts of construction activities at Centuri, earnings trends, seasonal trends and the impacts of stock market volatility. In addition, the Company cannot guarantee that its discussions on future operating margin, operating income, pension expense, COLI results and capital expenditures in the natural gas industry will take place. Likewise, the Company cannot guarantee that discussions regarding revenues of the utility infrastructure services segment, operating profit as a percentage of revenues, interest expense and amounts of non-controlling interests will occur. , nor any assurance regarding acquisitions or their impacts, including management plans relating thereto, such as that currently planned with regard to Riggs Distler & Company, Inc. and the ongoing acquisition of Dominion Energy Questar Pipeline, LLC and related entities (the “Questar Pipeline Group”). Additional risks include the occurrence of any event, change or other circumstance which could result in the termination of the sale and purchase agreement by and between Dominion Energy Questar Corporation and the Company (the “Questar Purchase Agreement”), the result any lawsuits that may be brought against the Company and others as a result of the announcement of the Questar Purchase Agreement, the risks that the proposed transaction will disrupt current plans and operations, the risks associated with the Company’s ability to integrate the Questar Pipeline Group, the amount of costs, fees, expenses and charges related to the transaction and the actual conditions of certain financings that will be obtained for the transaction, the potential negative impacts on credit ratings of the Company as a result of the transaction, the disruption of the Company’s share price and costs, fees, expenses and charges related to, and the distraction of the attention of the d irection in connection with, any p roxy contests or other matters related to shareholders or the like, as well as other risks which are set out under “Risk Factors” in the annual report of the Company on Form 10-K for the ‘year ended December 31, 2020, the company’s quarterly reports on Form 10-Q for the quarter ended September 30, 2021 and in future SEC filings. All forward-looking statements speak only as of the date of this press release. All subsequent written and oral forward-looking statements attributable to the Company or to any person acting on its behalf are qualified by the cautionary statements in this section. The Company assumes no obligation to update or publicly release revisions of forward-looking statements to reflect events, circumstances or changes in expectations after the date of this press release.

Participants in the call for tenders

The directors and officers of the Company may be considered participants in the solicitation of proxies in connection with the annual meeting. Information regarding the directors and officers of the Company and their respective interests in the Company by title or otherwise is available in its most recent annual report on Form 10-K filed with the SEC and its latest definitive proxy statement on l ‘Schedule 14A filed with the SEC. . Additional information regarding the interests of such potential participants is or will be included in the proxy circular for the annual meeting and other relevant documents to be filed with the SEC, when available.


For more investor information, contact: Ken kenny (702) 876-7237 [email protected]; Where
Innisfree M&A Incorporated, Scott’s winter/Jennifer shotwell/Jon salzberger, (212) 750-5833

For more media information, contact: Sean corbett (702) 876-7219 [email protected]; Where
Joële frank, Wilkinson Brimmer Katcher, Dan Katcher / Tim lynch, (212) 355-4449



View original content to download multimedia: https://www.prnewswire.com/news-releases/southwest-gas-announces-delaware-chancery-court-denies-icahn-motion-301449521.html

SOURCE Southwest Gas Holdings, Inc.