ONEOK, Inc. and EnLink Midstream, LLC have entered into a definitive merger agreement under which ONEOK will acquire all outstanding publicly held common units of EnLink for $4.3 billion in ONEOK common stock.

Under the terms of the agreement, each EnLink common unit not already owned by ONEOK will be exchanged for 0.1412 shares of ONEOK common stock. This exchange ratio is based on EnLink’s closing market price of $15.75 per unit on 22 November 2024, divided by ONEOK’s 10-day volume-weighted average price. The transaction will result in the issuance of approximately 37.0 million ONEOK shares, representing roughly 6.0 percent of ONEOK’s total shares outstanding upon completion.

The EnLink board of directors delegated the review and approval of the transaction to its Conflicts Committee, composed of three independent directors. Following an evaluation conducted with the assistance of independent legal and financial advisors, the committee unanimously concluded that the transaction serves the best interests of EnLink and its public unitholders. Their recommendation led to unanimous approval by the full EnLink Board.

The merger is expected to close in the first quarter of 2025, pending satisfaction of customary closing conditions and the approval of a majority of EnLink’s outstanding common units, including those held by ONEOK. With ONEOK owning approximately 44 percent of EnLink’s common units, the company has committed to vote in favour of the transaction. No shareholder vote from ONEOK or additional regulatory approval is required, as the necessary Hart-Scott-Rodino Act waiting period has already been fulfilled.

Pierce H. Norton II, president and CEO of ONEOK, highlighted the benefits of the deal, stating, “This tax-free transaction to acquire the remaining outstanding EnLink units is expected to be accretive to ONEOK shareholders and provide EnLink unitholders with significantly greater trading liquidity and an attractive dividend yield.”

Norton further emphasised ONEOK’s strategic growth, describing the merger as a step toward solidifying the company’s position as a premier energy infrastructure firm, enhancing its value chain, and delivering value to stakeholders.

This agreement follows ONEOK’s recent acquisition, completed on 15 October 2024, of Global Infrastructure Partners’ entire interest in EnLink for approximately $3.3 billion in cash.

For more information visit www.oneok.com