LAS VEGAS, October 14, 2021 / PRNewswire / – Southwest Gas Holdings, Inc. (NYSE: SWX) today issued the following statement in response to a letter made public from Carl C. Icahn.
“The Board of Directors of Southwest Gas Holdings remains committed to engaging with shareholders and welcomes their constructive contributions on ideas to maximize shareholder value. If Icahn Enterprises initiates a take-over bid for the common shares of Southwest Gas Holdings, the board will review the offer in consultation with its financial and legal advisors to determine which course of action it believes is in the best interests of the company. Company and its shareholders. 10 October 2021, he put in place a short-term shareholder rights plan designed to protect shareholder interests by reducing the likelihood that any person or group could take control of Southwest Gas Holdings without adequately compensating Southwest shareholders. Gas Holdings for control.
“With respect to Mr. Icahn’s intention to appoint a full slate of directors for election at the 2022 Southwest Gas Holdings annual meeting of shareholders, the company will respond if and when he does.”
Additional information and where to find it; Forward-looking statements;
Participants in the call for tenders
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 TAKING 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 THE SEC AND IN THEIR INTEGRALITY. AVAILABLE, BECAUSE 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 circular (when available) may be obtained free of charge from 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 Company’s 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. No public tender offer for the Company’s shares has been launched to date. If a take-over bid is launched, the Company will file a solicitation / recommendation statement in Schedule 14D-9 with the SEC. INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ THESE AND OTHER DOCUMENTS, INCLUDING THE COMPANY’S STATEMENT OF PROXY AND THE WHITE PROXY CARD, FILED CAREFULLY WITH THE SEC IN THEIR ENTIRETY (IF AND WHEN THEY BECOME AVAILABLE). ) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders may obtain a free copy of these documents (when they are filed and become available) on the SEC’s website at www.sec.gov and on the Company’s website at address www.swgasholdings.com.
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, the markets in which the Company operates and the transaction 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, many of which are difficult to predict and are beyond management’s control. of the society. A number of important factors affecting the Company’s business and financial results could cause actual results to differ materially from those indicated in forward-looking statements. These factors include, but are not limited to, the timing and amount of tariff relief, changes in tariff design, customer growth rates, the effects of regulation / deregulation, tax reform and related regulatory decisions, impacts of construction activities at Centuri, earnings trends, seasonal trends and impacts of stock market volatility. In addition, the Company cannot guarantee that its discussions on future operating margin, operating income, pension expenses, COLI results and capital expenditures in the natural gas segment 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 that could give rise to the termination of the sale and purchase agreement by and between Dominion Energy Questar Corporation and the Company (the “Questar Purchase Agreement”), the outcome of 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 related to 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 financing that will be obtained for the transaction, the potential negative impacts on the ratings credit 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 management in relation to, 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 for the year ended December 31, 2020, the Company’s quarterly reports on Form 10 -Q for the quarter ended June 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 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 most recent definitive proxy statement on Schedule 14A filed with the SEC. . Additional information regarding the interests of such potential participants is or will be included in the Management Information Circular and other relevant documents to be filed with the SEC, when available.
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.
For more information on shareholders, contact: Ken kenny (702) 876-7237 [email protected]
For media information, contact: Sean corbett (702) 876-7219 [email protected]
View original content to download multimedia: https://www.prnewswire.com/news-releases/southwest-gas-holdings-issues-statement-in-response-to-letter-from-carl-c-icahn-301400985 .html
SOURCE Southwest Gas Holdings, Inc.