TULSA,
Okla., June 27, 2023 /PRNewswire/ -- ONEOK, Inc.
(NYSE: OKE) ("ONEOK") and Magellan Midstream Partners, L.P.
(NYSE: MMP) ("Magellan") today announced the expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 (the "HSR Act"), in connection with ONEOK's pending
acquisition of Magellan.
The expiration of the waiting period under the HSR Act satisfies
one of the conditions to the closing of the transaction.
The transaction is expected to close in the third quarter of
2023 subject to approval by both ONEOK shareholders and Magellan
unitholders, and other customary closing conditions.
ABOUT ONEOK:
ONEOK, Inc. (pronounced ONE-OAK) (NYSE: OKE) is a leading
midstream service provider and owns one of the nation's premier
natural gas liquids (NGL) systems, connecting NGL supply in the
Rocky Mountain, Permian and Mid-Continent regions with key market
centers and owns an extensive network of gathering, processing,
fractionation, transportation and storage assets. More information
is available at www.oneok.com.
ONEOK is a FORTUNE 500 company and is included in the S&P
500.
ABOUT MAGELLAN MIDSTREAM PARTNERS:
Magellan Midstream Partners, L.P. (NYSE: MMP) is a publicly
traded partnership that primarily transports, stores and
distributes refined petroleum products and crude oil. Magellan owns
the longest refined petroleum products pipeline system in the
country, with access to nearly 50% of the nation's refining
capacity, and can store more than 100 million barrels of petroleum
products such as gasoline, diesel fuel and crude oil. More
information is available at www.magellanlp.com.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND
IT:
In connection with the proposed merger (the "Proposed
Transaction") between ONEOK and Magellan, ONEOK filed with the
Securities and Exchange Commission (the "SEC") a registration
statement on Form S-4 (the "Registration Statement") to register
the shares of ONEOK's common stock to be issued in connection with
the Proposed Transaction. The Registration Statement includes a
document that serves as a prospectus of ONEOK and joint proxy
statement of ONEOK and Magellan (the "joint proxy
statement/prospectus"), and each party will file other documents
regarding the Proposed Transaction with the SEC.
INVESTORS AND SECURITY HOLDERS OF ONEOK AND MAGELLAN ARE
URGED TO CAREFULLY AND THOROUGHLY READ THE REGISTRATION STATEMENT,
THE JOINT PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR
SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED
BY ONEOK AND MAGELLAN WITH THE SEC BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT ONEOK AND MAGELLAN, THE PROPOSED
TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.
After the Registration Statement has been declared effective, a
definitive joint proxy statement/prospectus will be mailed to
shareholders of ONEOK and unitholders of Magellan. Investors will
be able to obtain free copies of the Registration Statement and the
joint proxy statement/prospectus, as each may be amended from time
to time, and other relevant documents filed by ONEOK and Magellan
with the SEC (when they become available) through the website
maintained by the SEC at www.sec.gov. Copies of documents filed
with the SEC by ONEOK, including the joint proxy
statement/prospectus (when available), will be available free of
charge from ONEOK's website at www.oneok.com under the "Investors"
tab. Copies of documents filed with the SEC by Magellan, including
the joint proxy statement/prospectus (when available), will be
available free of charge from Magellan's website at
www.magellanlp.com under the "Investors" tab.
PARTICIPANTS IN THE SOLICITATION:
ONEOK and certain of its directors, executive officers and other
members of management and employees, Magellan, and certain of the
directors, executive officers and other members of management and
employees of Magellan GP, LLC, which manages the business and
affairs of Magellan, may be deemed to be participants in the
solicitation of proxies from ONEOK's shareholders and the
solicitation of proxies from Magellan's unitholders, in each case
with respect to the Proposed Transaction. Information about ONEOK's
directors and executive officers is available in ONEOK's Annual
Report on Form 10-K for the 2022 fiscal year filed with the SEC on
February 28, 2023, and its definitive
proxy statement for the 2023 annual meeting of stockholders filed
with the SEC on April 5, 2023, and in
the joint proxy statement/prospectus. Information about Magellan's
directors and executive officers is available in its Annual Report
on Form 10-K for the 2022 fiscal year and its definitive proxy
statement for the 2023 annual meeting of unitholders, each filed
with the SEC on February 21, 2023,
and the joint proxy statement/prospectus. Other information
regarding the participants in the solicitations and a description
of their direct and indirect interests, by security holdings or
otherwise, are contained in the Registration Statement, the joint
proxy statement/prospectus and other relevant materials to be filed
with the SEC regarding the Proposed Transaction when they become
available. Shareholders of ONEOK, unitholders of Magellan,
potential investors and other readers should read the joint proxy
statement/prospectus carefully before making any voting or
investment decisions.
NO OFFER OR SOLICITATION:
This communication is not intended to and shall not constitute
an offer to sell or the solicitation of an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
FORWARD-LOOKING STATEMENTS:
This communication contains "forward-looking statements" within
the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. All statements, other than statements of historical fact,
included in this communication that address activities, events or
developments that ONEOK or Magellan expects, believes or
anticipates will or may occur in the future are forward-looking
statements. Words such as "estimate," "project," "predict,"
"believe," "expect," "anticipate," "potential," "create," "intend,"
"could," "would," "may," "plan," "will," "guidance," "look,"
"goal," "future," "build," "focus," "continue," "strive," "allow"
or the negative of such terms or other variations thereof and words
and terms of similar substance used in connection with any
discussion of future plans, actions, or events identify
forward-looking statements. However, the absence of these words
does not mean that the statements are not forward-looking. These
forward-looking statements include, but are not limited to,
statements regarding the Proposed Transaction, the expected closing
of the Proposed Transaction and the timing thereof and as adjusted
descriptions of the post-Transaction company and its operations,
strategies and plans, integration, debt levels and leverage ratio,
capital expenditures, cash flows and anticipated uses thereof,
synergies, opportunities and anticipated future performance,
including maintaining current ONEOK management, enhancements to
investment-grade credit profile, an expected accretion to earnings
and free cash flow, dividend payments and potential share
repurchases, increase in value of tax attributes and expected
impact on EBITDA. Information adjusted for the Proposed Transaction
should not be considered a forecast of future results. There are a
number of risks and uncertainties that could cause actual results
to differ materially from the forward-looking statements included
in this communication. These include the risk that ONEOK's and
Magellan's businesses will not be integrated successfully; the risk
that cost savings, synergies and growth from the Proposed
Transaction may not be fully realized or may take longer to realize
than expected; the risk that the credit ratings of the combined
company or its subsidiaries may be different from what the
companies expect; the possibility that shareholders of ONEOK may
not approve the issuance of new shares of ONEOK common stock in the
Proposed Transaction or that shareholders of ONEOK or unitholders
of Magellan may not approve the Proposed Transaction; the risk that
a condition to closing of the Proposed Transaction may not be
satisfied, that either party may terminate the Merger Agreement or
that the closing of the Proposed Transaction might be delayed or
not occur at all; potential adverse reactions or changes to
business or employee relationships, including those resulting from
the announcement or completion of the Proposed Transaction; the
parties do not receive regulatory approval of the Proposed
Transaction; the occurrence of any other event, change or other
circumstances that could give rise to the termination of the Merger
Agreement relating to the Proposed Transaction; the risk that ONEOK
may not be able to secure the debt financing necessary to fund the
cash consideration required for the Proposed Transaction; the risk
that changes in ONEOK's capital structure and governance could have
adverse effects on the market value of its securities; the ability
of ONEOK and Magellan to retain customers and retain and hire key
personnel and maintain relationships with their suppliers and
customers and on ONEOK's and Magellan's operating results and
business generally; the risk the Proposed Transaction could
distract management from ongoing business operations or cause ONEOK
and/or Magellan to incur substantial costs; the risk that ONEOK may
be unable to reduce expenses or access financing or liquidity; the
impact of the COVID-19 pandemic, any related economic downturn and
any related substantial decline in commodity prices; the risk of
changes in governmental regulations or enforcement practices,
especially with respect to environmental, health and safety
matters; and other important factors that could cause actual
results to differ materially from those projected. All such factors
are difficult to predict and are beyond ONEOK's or Magellan's
control, including those detailed in ONEOK's Annual Reports on Form
10-K, Quarterly Reports on Form 10-Q and Current Reports on Form
8-K that are available on ONEOK's website at www.oneok.com and on
the website of the Securities and Exchange Commission (the "SEC")
at www.sec.gov, and those detailed in Magellan's Annual Reports on
Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K that are available on Magellan's website at
www.magellanlp.com and on the website of the SEC. All
forward-looking statements are based on assumptions that ONEOK and
Magellan believe to be reasonable but that may not prove to be
accurate. Any forward-looking statement speaks only as of the date
on which such statement is made, and neither ONEOK nor Magellan
undertakes any obligation to correct or update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as required by applicable law. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof.
CONTACTS:
ONEOK, Inc.
Investor Relations:
Andrew Ziola
Phone: (918) 588-7683
ONEOKInvestorRelations@oneok.com
Media Relations:
Brad Borror
Phone: (918) 588-7582
brad.borror@oneok.com
Magellan Midstream Partners, L.P.
Investor Relations:
Paula Farrell
Phone: (918) 574-7650
paula.farrell@magellanlp.com
Media Relations:
Bruce Heine
Phone: (918) 574-7010
bruce.heine@magellanlp.com
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SOURCE ONEOK, Inc.