Contract
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09-04
SOUTHERN
UNION AND XXXXXXX ASSET MANAGEMENT REACH AGREEMENT
HOUSTON, Texas. (March 5, 2009) – Southern Union
Company (NYSE: SUG) and Xxxxxxx Asset Management Corp. (“Sandell”), affiliates
of which own 8.6% of the Company’s outstanding shares, today announced that they
have reached an agreement that will avoid a proxy contest at the Company’s 2009
annual meeting of stockholders.
The
settlement agreement, which will be incorporated into a report on Form 8-K to be
filed by Southern Union, provides that two candidates previously nominated by
Xxxxxxx to the Board of Directors of Southern Union will be nominated for
election at the 2009 and 2010 annual meetings as additions to the members of the
Board. Also, as part of the settlement, Xxxxxxx has agreed to abide by
certain standstill provisions.
“We are
pleased that this matter has been resolved in a manner that serves the best
interests of all Southern Union stockholders,” said Xxxx X. Xxxxxxxxxx,
President and Chief Operating Officer of Southern Union. “This agreement will
enable Southern Union’s management to focus its efforts on the Company’s
operations and avoid a costly and time consuming proxy contest.”
Xxxxxx
Xxxxxxx said, “We are pleased that we were able to work constructively with
Southern Union and reach an agreement to avoid a protracted proxy contest.
We look forward to working with the Company to maximize value for the benefit of
all shareholders. In that regard, we have always believed it is important
for Southern Union to maintain its investment grade rating. Therefore, in
the current economic environment, we do not believe the Company should undertake
extraordinary transactions such as the creation of an MLP, sales of LDC assets
or payment of a special dividend or increased dividends.”
About Southern Union
Company
Southern
Union Company, headquartered in Houston, is one of the nation’s leading
diversified natural gas companies, engaged primarily in the transportation,
storage, gathering, processing and distribution of natural gas. The company owns
and operates one of the nation’s largest natural gas pipeline systems with
approximately 20,000 miles of gathering and transportation pipelines and North
America’s largest liquefied natural gas import terminal, along with serving more
than half a million natural gas end-user customers in Missouri and
Massachusetts. For further information, visit xxx.xxx.xxx.
About
Xxxxxxx Asset Management Corp.
Xxxxxxx
Asset Management Corp. is a multi-billion dollar global investment management
firm, founded by Xxxxxx X. Xxxxxxx, that focuses on corporate events, credit
opportunities and restructurings throughout North America, Continental Europe,
the United Kingdom, Latin America and the Asia-Pacific theatres. Xxxxxxx
frequently will take an “active involvement” in facilitating financial or
organizational improvements accruing to the benefit of investors.
Forward-looking
Statements
This
release contains forward-looking statements relating to Southern Union Company’s
settlement agreement with Xxxxxxx Asset Management Corp. The words
“believe,” “expect,” “intend,” “anticipate,” variations of such words, and
similar expressions identify forward-looking statements, but their absence does
not mean that the statement is not forward looking. Although Southern Union
believes that its expectations are based on reasonable assumptions, it can give
no assurance that such assumptions will materialize. Important
factors that could cause actual results to differ materially from those in the
forward-looking statements herein are enumerated in Southern Union’s Forms 10-K
and 10-Q as filed with the Securities and Exchange
Commission. Southern Union assumes no obligation to publicly update
or revise any forward-looking statements made herein or any other
forward-looking statements made by Southern Union, whether as a result of new
information, future events, or otherwise. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this release. Southern Union undertakes no obligation to update publicly
any forward-looking statements to reflect new information, events or
circumstances after the date of this release or to reflect the occurrence of
unanticipated events.
Contacts:
Xxxx
X. Xxxxx
Vice
President - Investor Relations
Southern
Union Company
000-000-0000
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Xxxxxx
Xxxxxxx
Chief
Executive Officer
Xxxxxxx
Asset Management Corp.
212/603-5700
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