Southwest Gas (SWX) Issues Statement Regarding Extension of Carl Icahn's Unsolicited Tender Offer

January 27, 2022 3:30 PM EST

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Southwest Gas Holdings, Inc. (NYSE: SWX) ("Southwest Gas" or "the Company") today confirmed that an affiliate of Carl Icahn ("Icahn") extended its tender offer to acquire any and all outstanding common shares of the Company for $75.00 per share in cash (the "Offer"). As previously announced, Southwest Gas' Board of Directors rejected Icahn's unsolicited, inadequate, structurally coercive, highly conditional and illusory tender offer. Accordingly, the Board continues to recommend that stockholders not tender any of their shares into the Offer.

Southwest Gas issued the following statement:

The Southwest Gas Board of Directors continues to believe that Mr. Icahn's Offer is highly illusory and undervalues the Company, has no certainty of completion and is not in the best interests of Southwest Gas stockholders. The Offer remains inadequate and contingent upon a long list of ambiguous conditions, nearly all of which we note are within Mr. Icahn's discretion.

Moreover, Mr. Icahn has now amended his Offer so that it would only proceed if he wins control of the Southwest Gas Board, which further reinforces our belief that the Icahn slate has been assembled with one goal in mind—to facilitate Mr. Icahn's effort to take control of Southwest Gas without paying a control premium to Southwest Gas stockholders.

Mr. Icahn claims to have found a way to circumvent the regulatory approval process. We disagree with Mr. Icahn's apparent assertion that removing voting control from some fraction of the shares he proposes to own satisfies the need for him to obtain regulatory approval. The fact is Mr. Icahn does not have regulatory approval to proceed with his Offer or take control of the Southwest Gas Board through a proxy contest. Further, Mr. Icahn has not waived, nor satisfied, the Regulatory Approval condition to his Offer.

The Southwest Gas Board and management team are executing a clear and detailed strategy to create value and will continue to take actions to enhance value for all of our shareholders.

Lazard and Moelis & Company LLC are serving as financial advisors to Southwest Gas and Morrison & Foerster LLP and Cravath, Swaine & Moore LLP are serving as legal advisors.



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