Icahn Enterprises Announces Extension and Amendment to Southwest Gas Tender Offer
Sunny Isles Beach, Florida – March 23, 2022 – IEP Utility Holdings LLC, an affiliate of Icahn Enterprises L.P. (the “Offeror”), announced that it has extended the expiration date of its tender offer (the “Offer”) to purchase any and all of the issued and outstanding shares of the common stock, par value $1.00 per share (the “Common Stock”), of Southwest Gas Holdings, Inc., a Delaware corporation (the “Company” or “Southwest Gas”), including the associated rights issued pursuant to the Rights Agreement, dated October 10, 2021 (as it may be amended from time to time, the “Rights Agreement”), between the Company and Equiniti Trust Company, as rights agent, that are issued and outstanding (the “Rights” and, together with the Common Stock, the “Shares”), for $82.50 per Share in cash, without interest, less any applicable withholding taxes (the “Offer Price”), until 12:00 midnight, New York City time, on Thursday, April 21, 2022, unless further extended or earlier terminated in the event that a condition to the Offer becomes incapable of being satisfied.
The Offeror also announced today that it is removing the regulatory approval condition to the Offer. As previously announced, upon the closing of the Offer, if Shares are tendered that would result in the Offeror (and its affiliates) holding more than 24.9% of the Shares, then all of the Shares in excess of 24.9% will be transferred to one or more independent Delaware statutory trusts with each trust being independent of the other trusts and not owning more than 24.9% of all Shares. The trust agreements, which will limit the number of Shares that the Offeror (and its affiliates) are entitled to vote to a maximum of 24.9% of the Shares, allow the Offeror to close the Offer and accept all Shares that are validly tendered and not withdrawn in the Offer, without first obtaining regulatory approvals that may have otherwise been required if the closing of the Offer results in the Offeror obtaining voting power or control in excess of 24.9% of the Shares. In light of the foregoing, the Offeror has determined to remove the regulatory approval condition to the Offer. As a result, the only meaningful condition to the Offer is now in the hands of the stockholders. Affiliates of the Offeror are now conducting a proxy contest to replace the entire incumbent board of directors of the Company at the upcoming annual meeting of stockholders. The Offeror is confident that, if its affiliates are successful in replacing a majority of the incumbent directors, the poison pill will be eliminated and those stockholders choosing to tender their Shares will receive their money promptly.
The Offer continues to be subject to the remaining conditions set forth in Section 14 — “Conditions of the Offer” of the Offer to Purchase. Complete terms and conditions of the tender offer can be found in the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, the Supplement to the Offer to Purchase, and certain other materials contained in the Offeror’s tender offer statement on Schedule TO originally filed with the U.S. Securities and Exchange Commission (“SEC”) on October 27, 2021, as amended and as may be further amended from time to time, and are available at www.sec.gov. Except as described in this press release, the terms of the tender offer remain the same as set forth in the Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery, and the Supplement to the Offer to Purchase, in each case, as amended.
Continental Stock Transfer & Trust Company, the depositary for the tender offer, has advised the Offeror that, as of 5:00 p.m., New York City time, on March 23, 2022, a total of approximately
