WESTERN MIDSTREAM AND ARIS WATER SOLUTIONS ANNOUNCE PRELIMINARY RESULTS FOR ELECTION OF FORM OF MERGER CONSIDERATION
As further described in (i) the Agreement and Plan of Merger, dated as of
Based on available information as of the election deadline of
- Holders of 9,589,105 shares of Aris Class A Common Stock and 4,289,350 Aris OpCo Stapled Units elected to receive the Common Unit Election Consideration. Pursuant to the terms of the Merger Agreement, this amount includes Aris securityholders who failed to properly make an election prior to the election deadline and are deemed to have elected to receive the Common Unit Election Consideration.
- Holders of 1,901,249 shares of Aris Class A Common Stock and 9,304,608 Aris OpCo Stapled Units elected to receive the Mixed Election Consideration.
- Holders of 21,247,291 shares of Aris Class A Common Stock and 12,873,151 Aris OpCo Stapled Units elected to receive the Cash Election Consideration.
As a result of these elections (which includes 5,114,865 shares of Aris Class A Common Stock that remain subject to guaranteed delivery procedures), it is estimated that approximately 26.6 million WES Common Units will be issued and
The foregoing results are preliminary only and remain subject to the completion of guaranteed delivery procedures, and final certified results are not expected to be available until shortly before closing. After the final results of the election process are determined, the final Merger Consideration, and the allocation of the Merger Consideration, will be calculated in accordance with the terms of the Merger Agreement. No fractional WES Common Units will be issued in the mergers, and holders of Aris Class A Common Stock and Aris OpCo Stapled Units will receive cash in lieu of any fractional WES Common Units.
A more detailed description of the Merger Consideration and the proration procedures applicable to elections is contained in the Proxy Statement/Prospectus. Aris securityholders should carefully read the Proxy Statement/Prospectus in its entirety. Copies of the Proxy Statement/Prospectus may be obtained free of charge by following the instructions below, under "Additional Information and Where to Find It."
ABOUT
For more information about WES, please visit www.westernmidstream.com.
ABOUT
Aris is a leading, growth-oriented environmental infrastructure and solutions company that directly helps its customers reduce their water and carbon footprints. Aris delivers full-cycle water handling and recycling solutions that increase the sustainability of energy company operations. Its integrated pipelines and related infrastructure create long-term value by delivering high-capacity, comprehensive produced water management, recycling and supply solutions to operators in the core areas of the
NO OFFER OR SOLICITATION
This communication relates to a proposed business combination transaction between WES and Aris. This communication is for informational purposes only and does not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities or a solicitation of any vote or approval, in any jurisdiction, pursuant to the Transaction or otherwise, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this document in any jurisdiction in contravention of applicable law. 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 (the "Securities Act").
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Transaction, WES filed with the
BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF WES AND ARIS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE TRANSACTION AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE
Investors and securityholders can obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and all other documents filed or that will be filed with the
FORWARD-LOOKING STATEMENTS AND CAUTIONARY STATEMENTS
The foregoing contains "forward-looking statements" within the meaning of Section 27A of the Securities Act 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 WES or Aris 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," "may," "should," "foresee," "plan," "will," "guidance," "outlook," "goal," "future," "assume," "forecast," "focus," "work," "continue" 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 Transaction, pro forma descriptions of the combined company and its operations, integration and transition plans, synergies, opportunities and anticipated future performance. 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 expected timing and likelihood of completion of the Transaction, including the ability to successfully integrate the businesses, the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement, the possibility that stockholders of Aris may not approve the Merger Agreement, the risk that the parties may not be able to satisfy the conditions to the Transaction in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the Transaction, the risk that any announcements relating to the Transaction could have adverse effects on the market price of WES Common Units or Aris Class A Common Stock, the risk that the Transaction and its announcement could have an adverse effect on the ability of WES and Aris to retain customers and retain and hire key personnel and maintain relationships with their suppliers and customers and on their operating results and businesses generally, the risk the pending Transaction could distract management of both entities and they will incur substantial costs, the risk that problems may arise in successfully integrating the businesses of the companies, which may result in the combined company not operating as effectively and efficiently as expected, the risk that the combined company may be unable to achieve synergies or it may take longer than expected to achieve those synergies 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 WES's or Aris's control, including those detailed in WES's most recent annual report on Form 10-K and any subsequent quarterly reports on Form 10-Q and current reports on Form 8-K that are available on its website at investors.westernmidstream.com and on the
Source:
WESTERN MIDSTREAM CONTACTS
Director, Investor Relations
Investors@westernmidstream.com
866-512-3523
Manager, Investor Relations
Investors@westernmidstream.com
866-512-3523
ARIS CONTACT
Senior Vice President, Finance and Investor Relations
IR@ariswater.com
281-501-3070
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