Southwest Gas (SWX) Confirms $75/sh Takeover Offer From Carl Icahn

October 27, 2021 7:42 AM EDT

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Southwest Gas Holdings, Inc. (NYSE: SWX) today confirmed that Icahn Enterprises LP ("Icahn") has commenced an unsolicited tender offer to acquire any and all outstanding shares of Southwest Gas Holdings for $75.00 per share in cash.

Consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, the Southwest Gas Holdings Board of Directors will carefully review and evaluate the unsolicited tender offer to determine the course of action that the Board believes is in the best interest of Southwest Gas Holdings stockholders.

Southwest Gas Holdings intends to make the Board's position with respect to the tender offer available to stockholders within 10 business days through a Solicitation / Recommendation Statement on Schedule 14D-9, which will be filed with the U.S. Securities and Exchange Commission and published on Southwest Gas Holdings' website at www.swgas.com.

Southwest Gas Holdings stockholders are advised to take no action at this time pending the Board's review and evaluation of the unsolicited tender offer.

Lazard is serving as financial advisor to Southwest Gas Holdings and Morrison & Foerster LLP and Cravath, Swaine & Moore LLP are serving as legal advisors.

About Southwest Gas Holdings, Inc.

Southwest Gas Holdings, Inc., through its subsidiaries, engages in the business of purchasing, distributing and transporting natural gas, and providing comprehensive utility infrastructure services across North America. Southwest Gas Corporation, a wholly owned subsidiary, safely and reliably delivers natural gas to over two million customers in Arizona, California and Nevada. Centuri Group, Inc., a wholly owned subsidiary, is a comprehensive utility infrastructure services enterprise dedicated to delivering a diverse array of solutions to North America's gas and electric providers.

How to Find Further Information

This communication does not constitute a solicitation of any vote or approval in connection with the 2022 annual meeting of stockholders of Southwest Gas Holdings, Inc. (the "Company") (the "Annual Meeting"). In connection with the Annual Meeting, the Company will file a proxy statement with the U.S. Securities and Exchange Commission ("SEC"), which the Company will furnish, with any other relevant information or documents, to its stockholders in connection with the Annual Meeting. BEFORE MAKING ANY VOTING DECISION, WE URGE STOCKHOLDERS TO READ THE PROXY STATEMENT (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS WHEN SUCH INFORMATION IS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE ANNUAL MEETING. The proposals for the Annual Meeting will be made solely through the proxy statement. In addition, a copy of the proxy statement (when it becomes available) may be obtained free of charge from www.swgasholdings.com/proxymaterials. Security holders also will be able to obtain, free of charge, copies of the proxy statement and any other documents filed by Company with the SEC in connection with the Annual Meeting at the SEC's website at http://www.sec.gov, and at the companies' website at www.swgasholdings.com.

Important Information for Investors and Stockholders

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. The Company will file a solicitation/recommendation statement on Schedule 14D-9 with the SEC. INVESTORS AND STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THESE AND OTHER DOCUMENTS, INCLUDING THE COMPANY'S PROXY STATEMENT AND WHITE PROXY CARD, FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY (IF AND WHEN THEY BECOME AVAILABLE) BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a free copy of these documents (when they are filed and become available) free of charge at the SEC's website at www.sec.gov, and at the Company's website at www.swgasholdings.com.



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