HOUSTON, Jan. 28, 2019 /PRNewswire/ -- Western Gas
Equity Partners, LP (NYSE:WGP) and Western Gas Partners, LP
(NYSE:WES) today announced that WGP's Registration Statement on
Form S-4 relating to the previously announced merger transaction
between WGP and WES has become effective as of January 28, 2019, and that WES has filed a
definitive proxy statement/prospectus with the SEC for the special
meeting of its unitholders to vote on the merger.
The special meeting of WES unitholders will be held on
February 27, 2019, at 8:00 a.m. CST, at 1201 Lake Robbins Drive,
The Woodlands, Texas 77380. All
WES common and Class C unitholders of record as of the close of
business on January 14, 2019, which
is the record date for the special meeting, will be entitled to
vote their units. The approval of the merger agreement and the
transactions contemplated thereby requires the affirmative vote of
at least a majority of the outstanding WES common and Class C
units, voting together as a class, and as such, not voting will
have the same effect as a vote against the merger.
Pursuant to the terms of the merger agreement, upon completion
of the merger, WES unitholders (other than certain affiliates of
WGP) will receive 1.525 common units of WGP for each common unit of
WES they own.
WGP and WES expect the transaction to close during the first
quarter of 2019, subject to certain closing conditions under the
terms of the merger agreement, including receipt of the required
approval by WES's unitholders and the satisfaction of other
customary closing conditions.
Important information about the merger and the special meeting
of WES's unitholders is included in the proxy statement/prospectus,
which has been filed with the SEC and which will be mailed on or
about January 28, 2019 to all WES
unitholders as of the record date. WES unitholders whose units are
held in "street name" by a bank, broker or other nominee will
receive instructions from the bank, broker or other nominee that
they must follow in order to have their WES units voted. Most
brokers offer the ability for unitholders to submit voting
instructions by mail by completing a voting instruction card, by
telephone and via the internet. Any unitholders holding WES units
in "street name" should instruct their bank, broker or other
nominee to vote their units as soon as practicable to ensure that
such units are voted at the special meeting.
WES unitholders and their brokers who have questions about the
merger or the special meeting, or desire additional copies of the
proxy statement/prospectus or additional proxy cards or voting
instruction forms should contact Morrow Sodali LLC, WES's proxy
solicitor, at: Morrow Sodali, toll free for unitholders at (800)
662-5200, and for brokers at (203) 658-9400.
About Western Gas
Western Gas Partners, LP ("WES") is a growth-oriented
Delaware master limited
partnership formed by Anadarko Petroleum Corporation ("Anadarko")
to acquire, own, develop and operate midstream assets. With
midstream assets located in the Rocky Mountains, North-central
Pennsylvania, Texas and New
Mexico, WES is engaged in the business of gathering,
compressing, treating, processing and transporting natural gas;
gathering, stabilizing and transporting condensate, natural gas
liquids ("NGLs") and crude oil; and gathering and disposing of
produced water for Anadarko, as well as for third-party customers.
In addition, in its capacity as a processor of natural gas, WES
also buys and sells natural gas, NGLs and condensate on behalf of
itself and as agent for its customers under certain of its
contracts.
Western Gas Equity Partners, LP ("WGP") is a Delaware master limited partnership formed by
Anadarko to own the following types of interests in WES: (i) the
general partner interest and all of the incentive distribution
rights in WES, both owned through WGP's 100% ownership of WES's
general partner, and (ii) a significant limited partner interest in
WES.
For more information about Western Gas Partners,
LP, Western Gas Equity Partners, LP, and Western Gas Flash
Feed updates, please visit www.westerngas.com.
Important Information for Investors and Unitholders
This news release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval.
In connection with the proposed merger agreement and the
transactions contemplated thereby (the "Simplification
Transaction"), WGP filed with the Securities and Exchange
Commission (the "Commission") a registration statement on Form S-4,
which includes a prospectus of WGP and a proxy statement of
WES. WES and WGP also plan to file other documents with the
Commission regarding the proposed Simplification Transaction. WES
will commence mailing a definitive proxy statement/prospectus to
the unitholders of WES on or about January
28, 2019. INVESTORS AND UNITHOLDERS OF WES ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS (INCLUDING ALL AMENDMENTS AND
SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE PROPOSED
SIMPLIFICATION TRANSACTION THAT HAVE BEEN OR WILL BE FILED WITH THE
COMMISSION CAREFULLY AND IN THEIR ENTIRETY AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
SIMPLIFICATION TRANSACTION. Investors and unitholders will be able
to obtain free copies of the proxy statement/prospectus and other
documents containing important information about WES and WGP from
the Commission, through the website maintained by the Commission at
http://www.sec.gov. Copies of the documents filed with the
Commission by WES and WGP will be available free of charge on their
internet website at www.westerngas.com or by contacting their
Investor Relations Department at 832-636-6000.
Participants in the Solicitation
WES, WGP, their respective general partners and their respective
general partners' respective directors and certain of their
executive officers may be deemed to be participants in the
solicitation of proxies from the unitholders of WES in connection
with the proposed Simplification Transaction. Information about the
directors and executive officers of WES is set forth in WES's
Annual Report on Form 10-K which was filed with the Commission on
February 16, 2018. Information about
the directors and executive officers of WGP is set forth in WGP's
Annual Report on Form 10-K which was filed with the Commission on
February 16, 2018. Other information
regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security
holdings or otherwise, are contained in the proxy
statement/prospectus and other relevant materials to be filed with
the Commission when they become available. Free copies of these
documents can be obtained using the contact information
above.
Cautionary Statement Regarding Forward-Looking
Statements
This news release contains forward-looking statements. For
example, statements regarding future financial performance, future
competitive positioning and business synergies, future acquisition
cost savings, future market demand, future benefits to unitholders,
future economic and industry conditions, the proposed
Simplification Transaction (including its benefits, results,
effects and timing) and whether and when the Simplification
Transaction will be consummated, are forward-looking statements
within the meaning of federal securities laws. WES, WGP and their
respective general partners believe that their expectations are
based on reasonable assumptions. No assurance, however, can be
given that such expectations will prove to have been correct.
A number of factors could cause actual results to differ
materially from the projections, anticipated results or other
expectations expressed in this news release. Such factors include,
but are not limited to: the failure of the unitholders of WES
to approve the proposed Simplification Transaction; the risk that
the conditions to the closing of the proposed Simplification
Transaction are not satisfied; the risk that regulatory approvals
required for the proposed Simplification Transaction are not
obtained or are obtained subject to conditions that are not
anticipated; potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
proposed Simplification Transaction; uncertainties as to the timing
of the proposed Simplification Transaction; competitive responses
to the proposed Simplification Transaction; the inability to obtain
or delay in obtaining cost savings and synergies from the proposed
Simplification Transaction; unexpected costs, charges or expenses
resulting from the proposed Simplification Transaction; the outcome
of pending or potential litigation; the inability to retain key
personnel; uncertainty of the expected financial performance of WGP
following completion of the proposed Simplification Transaction;
and any changes in general economic and/or industry specific
conditions.
WES and WGP caution that the foregoing list of factors is not
exclusive. Additional information concerning these and other risk
factors is contained in WES's and WGP's most recently filed Annual
Reports on Form 10-K, subsequent Quarterly Reports on Form 10-Q,
recent Current Reports on Form 8-K, and other Commission filings,
which are available at the Commission's website,
http://www.sec.gov. All subsequent written and oral
forward-looking statements concerning WES, WGP, the proposed
Simplification Transaction or other matters attributable to WES and
WGP or any person acting on their behalf are expressly qualified in
their entirety by the cautionary statements above. Each
forward-looking statement speaks only as of the date of the
particular statement. Except as required by law, WES, WGP and their
respective general partners undertake no obligation to publicly
update or revise any forward-looking statements.
Western Gas Contacts
Jack
Spinks
Manager, Investor Relations
jack.spinks@anadarko.com
832.636.6000
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SOURCE Western Gas Partners, LP; Western Gas Equity Partners,
LP