Kinder Morgan and El Paso Announce Preliminary Results of Merger Consideration Elections
24 Mayo 2012 - 7:30AM
Business Wire
Kinder Morgan, Inc. (NYSE:KMI) and El Paso Corporation (NYSE:EP)
today announced the preliminary results of the elections made by El
Paso stockholders regarding their preference as to the form of
merger consideration they will receive in connection with El Paso’s
pending merger with Kinder Morgan, which is currently expected to
be effective at 12:01 a.m., New York City time, on May 25,
2012.
As previously announced, under the terms of the Agreement and
Plan of Merger, dated as of October 16, 2011 (the “Merger
Agreement”), by and among, among others, Kinder Morgan and El Paso,
El Paso stockholders could elect to receive, for each share of El
Paso common stock:
- 0.9635 of a share of Kinder Morgan
Class P common stock and 0.640 of a warrant to purchase one share
of Kinder Morgan Class P common stock (the “Per Share Warrant
Consideration”) (a “Stock Election”);
- $25.91 in cash without interest and the
Per Share Warrant Consideration (a “Cash Election”); or
- 0.4187 of a share of Kinder Morgan
Class P common stock, $14.65 in cash without interest and the Per
Share Warrant Consideration (a “Mixed Election”).
Holders of El Paso equity awards could elect to exchange such
equity awards for either a Cash Election or a Mixed Election. All
elections are subject to proration and adjustment in accordance
with the terms of the Merger Agreement.
Based on available information as of 5:00 p.m., New York City
time, on May 23, 2012, the preliminary merger consideration
election results were as follows:
- Holders of approximately 78% of the
outstanding shares of El Paso common stock, or 602,178,177 shares
of common stock, elected a Stock Election. This includes 47,186,764
shares of common stock subject to guaranteed delivery
procedures.
- Holders of approximately 1% of the
outstanding shares of El Paso common stock, or 6,910,140 shares of
common stock, elected a Cash Election. This includes 864,035 shares
of common stock subject to guaranteed delivery procedures.
- Holders of approximately 6% of the
outstanding shares of El Paso common stock, or 47,779,109 shares of
common stock, elected a Mixed Election. This includes 5,283,608
shares of common stock subject to guaranteed delivery
procedures.
- Holders of approximately 15% of the
outstanding shares of El Paso common stock, or 118,888,233 shares
of common stock, did not make a valid election or did not deliver a
valid election form prior to the election deadline and, therefore,
are deemed to have made a Mixed Election.
Elections made pursuant to the notice of guaranteed delivery
procedure require the delivery of shares of El Paso common stock to
Computershare Trust Company, N.A., the exchange agent for the
merger, by 5:00 p.m., New York City time, on May 25, 2012. If the
exchange agent does not receive the required stock certificates or
book-entry transfer of shares by the guaranteed delivery deadline,
the shares of El Paso common stock subject to such elections will
be treated as shares deemed to have made a Mixed Election.
After the final results of the merger consideration election
process are determined, the final allocation of merger
consideration will be calculated in accordance with the terms of
the Merger Agreement.
About Kinder Morgan
Kinder Morgan, Inc. (NYSE: KMI) is a leading pipeline
transportation and energy storage company in North America. It owns
an interest in or operates more than 38,000 miles of pipelines and
180 terminals. Its pipelines transport natural gas, gasoline, crude
oil, CO2 and other products, and its terminals store petroleum
products and chemicals and handle such products as ethanol, coal,
petroleum coke and steel. KMI owns the general partner interest of
Kinder Morgan Energy Partners, L.P. (NYSE:KMP), one of the largest
publicly traded pipeline limited partnerships in America, along
with limited partner interest in KMP and Kinder Morgan Management,
LLC (NYSE:KMR). It also operates and owns a 20 percent interest in
Natural Gas Pipeline Company of America. Combined, KMI, KMP and KMR
constitute the largest midstream energy entity in the United States
with an enterprise value of over $65 billion. For more
information please visit www.kindermorgan.com.
About El Paso
El Paso Corporation (NYSE: EP) provides natural gas and related
energy products in a safe, efficient and dependable manner. The
company owns North America’s largest interstate natural gas
pipeline system, one of North America’s largest independent
exploration & production companies and an emerging midstream
business. El Paso owns a 42 percent limited partner interest, and
the 2 percent general partner interest in El Paso Pipeline
Partners, L.P. On October 16, 2011, El Paso Corporation announced
that it has entered into a definitive agreement whereby Kinder
Morgan, Inc. will acquire all of the outstanding shares of El Paso
Corporation. For more information, visit www.elpaso.com.
Cautionary Statement Regarding Forward-Looking
Statements
Statements in this document regarding the proposed transaction
between KMI and EP, the expected timetable for completing the
proposed transactions, future financial and operating results,
benefits and synergies of the proposed transaction, future
opportunities for the combined company, the expected timetable for
completing the sale of EP’s exploration and production assets, the
possible drop-down of assets and any other statements about KMI or
EP managements’ future expectations, beliefs, goals, plans or
prospects constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Any
statements that are not statements of historical fact (including
statements containing the words “believes,” “plans,” “anticipates,”
“expects,” “estimates” and similar expressions) should also be
considered to be forward-looking statements. There are a number of
important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking
statements, including: the ability to consummate the proposed
merger of EP with KMI; the ability to obtain the requisite
regulatory approvals and the satisfaction of other conditions to
consummation of the transaction; the possibility that financing
might not be available on the terms agreed to; the ability to
consummate contemplated asset sales; the ability of KMI to
successfully integrate EP’s operations and employees; the ability
to realize anticipated synergies and cost savings; the potential
impact of announcement of the transaction or consummation of the
transaction on relationships, including with employees, suppliers,
customers and competitors; the ability to achieve revenue growth;
national, international, regional and local economic, competitive
and regulatory conditions and developments; technological
developments; capital and credit markets conditions; inflation
rates; interest rates; the political and economic stability of oil
producing nations; energy markets, including changes in the price
of certain commodities; weather conditions; environmental
conditions; business and regulatory or legal decisions; the pace of
deregulation of retail natural gas and electricity and certain
agricultural products; the timing and success of business
development efforts; terrorism; and the other factors described in
KMI’s and EP’s Annual Reports on Form 10-K for the year ended
December 31, 2011 and their most recent Exchange Act reports
filed with the SEC. Except as required by law, KMI and EP disclaim
any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of
this document.
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