Southwest Gas Holdings, Inc. (NYSE: SWX) announced that as a result of the receipt of an indication of interest well in excess of Carl Icahn’s $82.50 per share offer (the “Offer”), the Southwest Gas Board has authorized the review of a full range of strategic alternatives to maximize stockholder value. As part of this process, the Company will evaluate a sale of the Company, as well as a range of alternatives, including, but not limited to, a separate sale of its business units and/or pursuing the previously disclosed spin-off of Centuri. A Board committee, comprised solely of independent directors, is overseeing the process. Mr. Icahn is invited to participate in the sale process.
“As a Board, we determined that the best path forward is to explore a range of strategic alternatives, including a sale of the Company, to maximize the value of the Company on behalf of all of our stockholders,” said Michael J. Melarkey, Chair of the Board of Southwest Gas. “We plan to move forward expeditiously.”
On March 28, 2022, the Southwest Gas Board, following a thorough review with the assistance of its financial and legal advisors, unanimously determined that the revised tender offer from an affiliate of Mr. Icahn to acquire any and all outstanding common shares of the Company for $82.50 per share in cash is inadequate, structurally coercive, highly conditional, undervalues the Company and is not in the best interests of all of its stockholders.
Southwest Gas does not intend to make any further public comment regarding the exploration of alternatives until it has been completed or the Company determines that a disclosure is required. Any transaction will be subject to closing contingencies and no assurances can be given regarding the outcome or timing of the alternatives process or any transaction closing.
Lazard is serving as financial advisor to Southwest Gas and Morrison & Foerster LLP and Cravath, Swaine & Moore LLP are serving as legal advisors.
