Carl Icahn on Oct. 14 said he was trying to gain control of Southwest Gas Holdings’ board and replace its CEO, as the Nevada utility is moving forward with a planned acquisition that the billionaire activist investor says hurts shareholders.
“We are today announcing our intention to launch a proxy contest to replace the entire board and commence a tender offer for any and all common shares at $75 per share in cash,” Icahn wrote to the Southwest board in an open letter.
The stock price closed at $69.49 on Oct. 14.
In a statement late on Oct. 14, Southwest said the board will review the offer when Icahn Enterprises presents it.
Icahn, who holds a just under 5% stake in Southwest, plans to name two or three people who work for him and find other utility industry experts to serve as director candidates, two sources familiar with Icahn’s thinking said.
“With regard to Icahn’s intention to nominate a full slate of directors for election at Southwest Gas Holdings’ 2022 annual meeting of stockholders, the company will respond if and when he does,” Southwest added in its response.
News of the planned tender and proxy contest comes only hours after the company on Oct. 11 adopted a shareholder rights plan, commonly known as a poison pill, to prevent any investor from owning more than 10% of the company.
Last week, Southwest agreed to buy Questar Pipelines from Dominion Energy for $1.54 billion in cash and assuming $430 million in debt, a move Icahn has criticized.
Icahn said he worries the company will issue stock at “ridiculously low prices to ‘cherry picked’ friends who will be blindly supportive of CEO John Hester.”
“A great liability to the company is John Hester and his management team, we are working on putting together a blue ribbon board and management team,” Icahn said in a telephone interview, adding that in his view Hester was playing roulette with shareholders’ money.
Icahn has spent a career tangling with companies and traditionally asks for a few board seats when he thinks businesses should be run better. He often settles with the company and then steps aside as his selected directors become involved in operations.
At Southwest, however, the 85-year-old investor is moving more aggressively, in part because he felt insulted by Hester and his team.
“Management violated our gentlemen’s agreement by announcing a poison pill on Monday,” Icahn wrote in the letter. He added that he was pushing ahead with the tender offer to give all shareholders another option besides what the company was proposing.
The situation at Southwest mirrors Icahn’s activities at oil refiner CVR Energy, where he won control in 2012 after shareholders accepted his takeover offer. At CVR, the CEO stayed on.
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