El Paso Corporation (NYSE: EP) today announced that it intends to
adjourn the special meeting of its stockholders scheduled for 9:00 a.m.
local time on March 6, 2012 without conducting any business, and to
reconvene the special meeting at 9:00 a.m., local time on March 9, 2012.
The location of such reconvened special meeting will be at the Hyatt
Regency Houston, 1200 Louisiana Street, Houston, TX 77002, the same
location as the special meeting scheduled for March 6, 2012. The record
date for stockholders entitled to vote at the special meeting remains
January 20, 2012. El Paso intends to adjourn the meeting in order to
provide stockholders of El Paso with additional time to consider the
February 29th Delaware Chancery Court Opinion in In re El Paso
Corporation Shareholder Litigation, Case No. 6949-CS, a copy of which
may be found on the investors page in El Paso's website at www.elpaso.com.
In addition, stockholders should be aware that since El Paso mailed its
definitive Proxy Statement for the Special Meeting on or about January
31, 2012, on February 24, 2012, subsidiaries of El Paso entered into an
agreement to sell El Paso's exploration and productions assets (subject
to completion of Kinder Morgan's transaction with El Paso) as reflected
on a Form 8-K filed by El Paso with the Securities & Exchange Commission
on February 27, 2012 which may be found at www.sec.gov
and that Kinder Morgan and El Paso have each filed their Annual Reports
on Form 10-K for the year ended December 31, 2011 which may be found at www.sec.gov.
El Paso has been advised by MacKenzie Partners, Inc. that as of March 2,
2012, approximately 70 percent of El Paso's outstanding shares have been
voted in connection with the transaction with Kinder Morgan, with more
than 98.5 percent voting in favor of the proposal to adopt the merger
agreement with Kinder Morgan and the first merger and the transactions
contemplated thereby, approximately 92 percent voting in favor of the
proposal on adjourning the special meeting, if necessary, to solicit
additional proxies if there are not sufficient votes to adopt the merger
agreement and first merger agreement and approximately 69 percent voting
in favor of the advisory (non-binding) proposal on the compensation that
may be paid to El Paso's named executive officers that relates to the
transaction with Kinder Morgan. If a stockholder has previously
submitted its proxy card and does not wish to change its vote, no
further action is required by such stockholder. If a stockholder would
like to vote or change its vote, please refer to the instructions
provided in El Paso's proxy statement, which is available at www.sec.gov
or on the investors page in El Paso's website at www.elpaso.com.
In addition, stockholders may contact El Paso's proxy solicitor,
MacKenzie Partners, Inc., for assistance at:
MacKenzie Partners, Inc. 105 Madison Avenue New York, NY 10016
Lawrence Dennedy (212) 929-5239 Laurie Connell (212) 378-7071 Call
Collect: (212) 929-5500 Toll Free: (800) 322-2885 Email: proxy@mackenziepartners.com
About El Paso
El Paso Corporation provides natural gas and related energy products in
a safe, efficient, and dependable manner. The company owns North
America's largest interstate natural gas pipeline system, one of North
America's largest independent exploration & production companies and an
emerging midstream business. El Paso owns a 42 percent limited partner
interest, and the 2 percent general partner interest in El Paso Pipeline
Partners, L.P. On October 16, 2011, El Paso Corporation announced that
it has entered into a definitive agreement whereby Kinder Morgan, Inc.
will acquire all of the outstanding shares of El Paso Corporation. For
more information, visit www.elpaso.com.
Important Additional Information Filed With The SEC Kinder Morgan, Inc.
("KMI") has filed with the SEC a Registration Statement on Form S-4 in
connection with the proposed transactions contemplated by the Merger
Agreement, including a definitive Information Statement/Prospectus of
KMI and a definitive Proxy Statement of El Paso Corporation ("EP"). The
Registration Statement was declared effective by the SEC on January 30,
2012. Post-effective amendments to the Registration Statement were filed
on February 27, 2012 and on March 1, 2012. KMI and EP mailed the
definitive Information Statement/Prospectus of KMI and definitive Proxy
Statement of EP on or about January 31, 2012. INVESTORS AND SECURITY
HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE DEFINITIVE
INFORMATION STATEMENT/PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED BY KMI OR EP, BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders are
able to obtain free copies of the Registration Statement and the
definitive Information Statement/Proxy Statement/Prospectus and other
documents filed with the SEC by KMI and EP through the web site
maintained by the SEC at www.sec.gov
or by phone, e-mail or written request by contacting the investor
relations department of KMI or EP at the following:
Kinder Morgan, Inc. Address: 500 Dallas Street, Suite 1000 Houston,
Texas 77002 Attention: Investor Relations Phone: (713) 369-9490
E-mail: kmp_ir@kindermorgan.com
El Paso Corporation Address: 1001 Louisiana Street Houston, Texas 77002
Attention: Investor Relations Phone: (713) 420-5855 E-mail: investorrelations@elpaso.com
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer, solicitation
or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering 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.
Participants In The Solicitation
KMI and EP, and their respective directors and executive officers, may
be deemed to be participants in the solicitation of proxies in respect
of the proposed transactions contemplated by the Merger Agreement.
Information regarding KMI's directors and executive officers is
contained in the Information Statement/Proxy Statement/Prospectus and
KMI's Form 10-K for the year ended December 31, 2011, which has been
filed with the SEC. Information regarding EP's directors and executive
officers is contained in EP's Form 10-K for the year ended December 31,
2011 and its proxy statement dated March 29, 2011, which are filed with
the SEC. A more complete description is available in the Registration
Statement and the Information Statement/Proxy Statement/Prospectus.
Safe Harbor For Forward-Looking Statements Statements in this document
regarding the proposed transaction between KMI and EP, the expected
timetable for completing the proposed transactions, future financial and
operating results, benefits and synergies of the proposed transaction,
future opportunities for the combined company, the expected timetable
for completing the sale of EP's exploration and production assets, the
possible drop-down of assets and any other statements about KMI or EP
managements' future expectations, beliefs, goals, plans or prospects
constitute forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Any statements that are not
statements of historical fact (including statements containing the words
"believes," "plans," "anticipates," "expects," "estimates" and similar
expressions) should also be considered to be forward looking statements.
There are a number of important factors that could cause actual results
or events to differ materially from those indicated by such forward
looking statements, including: the ability to consummate the EP Energy
Sale and the proposed transactions contemplated by the Merger Agreement;
the ability to obtain the requisite regulatory and shareholder approvals
and the satisfaction of other conditions to consummation of the
transaction; the possibility that financing might not be available on
the terms agreed to; the ability to consummate contemplated asset sales;
the ability of KMI to successfully integrate EP's operations and
employees; the ability to realize anticipated synergies and cost
savings; the potential impact of announcement of the transaction or
consummation of the transaction on relationships, including with
employees, suppliers, customers and competitors; the ability to achieve
revenue growth; national, international, regional and local economic,
competitive and regulatory conditions and developments; technological
developments; capital and credit markets conditions; inflation rates;
interest rates; the political and economic stability of oil producing
nations; energy markets, including changes in the price of certain
commodities; weather conditions; environmental conditions; business and
regulatory or legal decisions; the pace of deregulation of retail
natural gas and electricity and certain agricultural products; the
timing and success of business development efforts; terrorism; and the
other factors described in KMI's and EP's Annual Reports on Form 10-K
for the year ended December 31, 2011 and their most recent Exchange Act
reports filed with the SEC. Except as required by law, KMI and EP
disclaim any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of this
document.
