More than two months after ONEOK announced a $4.3 billion merger agreement with EnLink Midstream, EnLink shareholders are being urged and advised to vote in favor of the pending acquisition.
Under the deal announced in November 2024, each outstanding common unit of EnLink that ONEOK does not already own will be converted into 0.1412 shares of ONEOK common stock. The exchange ratio was derived by dividing $15.75 per unit, equal to EnLink’s market close price on Nov. 22, 2024, by ONEOK’s 10-day volume-weighted average price.
This week, ONEOK and EnLink Midstream announced that the two leading independent proxy advisory firms, Institutional Shareholder Services Inc. and Glass Lewis & Co., have recommended that EnLink unitholders vote in favor of ONEOK’s pending acquisition of the remaining publicly held common units of EnLink at the upcoming Special Meeting of EnLink Unitholders.
The Special Meeting is scheduled to take place at 10 a.m. Central Time (11 a.m. Eastern Time) on Jan. 30, 2025, and will be held virtually.
The EnLink Board of Directors and the Conflicts Committee of the EnLink Board of Directors unanimously recommend that unitholders vote “FOR” all proposals provided in detail in the definitive proxy statement related to the Special Meeting.
Completion of the acquisition is subject to the approval of a majority of the outstanding EnLink common units (including common units owned by ONEOK) and other customary closing conditions. No ONEOK shareholder vote is required to complete the transaction.
ONEOK will issue approximately 37.0 million shares in connection with the proposed transaction, representing approximately 6.0% of the total ONEOK shares outstanding upon consummation of the transaction.
The transaction is expected to close soon after the Special Meeting, subject to the satisfaction or waiver of all other closing conditions.
The completion of the merger is subject to the approval of a majority of the outstanding EnLink common units (including common units owned by ONEOK) and other customary closing conditions. ONEOK has committed to vote its units, representing approximately 44% of the outstanding EnLink common units, in favor of the transaction. No ONEOK shareholder vote is required to complete the transaction. In addition, no further regulatory approval is necessary, as ONEOK filed under the Hart-Scott-Rodino Act in connection with its previously announced acquisition of the controlling interest in EnLink, and the necessary waiting period, including for this transaction, has been completed.