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Southwest Gas Holdings Issues Statement Regarding Extension of Carl Icahn’s Unsolicited Tender Offer

LAS VEGAS, Dec. 24, 2021 /PRNewswire/ — 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 and management team are executing a clear and detailed strategy to create value and are committed to taking actions consistent with the focus of long-term stockholder value creation. The Board thoroughly reviewed Mr. Icahn’s Offer, in consultation with our external financial and legal advisors, and unanimously determined that the Offer is inadequate and undervalues the Company, has no certainty of completion, and is not in the best interests of Southwest Gas stockholders. Tendering into Mr. Icahn’s Offer would only encourage an opportunistic attempt to acquire Southwest Gas at an inadequate price and contingent upon a long list of ambiguous conditions, some of which Mr. Icahn has made no move to fulfill. Accordingly, the Board continues to recommend that stockholders not tender their shares into Mr. Icahn’s unsolicited, inadequate, structurally coercive, highly conditional and illusory tender offer.

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.

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 …

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