Western Midstream Partners and Aris Water Solutions Set Election Deadline for Merger Consideration as HSR Waiting Period Expires
Western Midstream Partners, LP (NYSE: WES) (“WES”) and Aris Water Solutions, Inc. (NYSE: ARIS) (“Aris”) today jointly announced a critical update regarding the ongoing acquisition of Aris by WES (the “Transaction”). The companies have established a formal deadline for Aris securityholders to elect the form of merger consideration they wish to receive as part of the Transaction. This deadline is set for 5:00 p.m., New York time, on October 7, 2025 (the “Election Deadline”), though it may be extended under certain circumstances. The Election Deadline is aligned with the parties’ expectation that the Transaction will close on October 15, 2025, pending the approval of Aris stockholders and satisfaction of customary closing conditions, including regulatory and contractual requirements.
The merger offers Aris securityholders multiple options for receiving consideration, reflecting a mix of WES common units and cash. Shareholders are urged to carefully review the available choices and submit their elections on time to ensure their preferences are honored.
Election Process for Aris Securityholders
Securityholders of record who wish to make an election regarding the form of merger consideration must complete and submit a properly executed Election Form, either via physical delivery or through an approved online submission. The Election Form must include all required supporting documents and materials outlined in the instructions. Submissions must be delivered to Computershare Trust Company, N.A., the designated Exchange Agent, by the Election Deadline. Only properly completed Election Forms received by the Exchange Agent by the deadline will be deemed valid.
Securityholders who hold their shares indirectly through a bank, broker, or other nominee are advised to contact their respective intermediaries for detailed instructions on submitting their election. These holders may be subject to earlier deadlines imposed by their bank, broker, or nominee, making it critical to carefully follow any instructions received. Failure to comply with the intermediary’s procedures could result in default election treatment.
Overview of Merger Consideration Options
The terms of the Transaction, as detailed in the Agreement and Plan of Merger dated August 6, 2025 (the “Merger Agreement”), the Proxy Statement and Prospectus (the “Proxy Statement/Prospectus”) included in the Form S-4 registration statement filed by WES with the Securities and Exchange Commission (SEC), and the Election Form and accompanying materials, provide Aris securityholders with three primary options for receiving merger consideration:
- Common Unit Election Consideration:
Shareholders may elect to receive 0.625 common units representing limited partner interests in WES (“WES Common Units”). This option allows participants to continue holding a stake in the combined entity post-merger. - Combination of Cash and Common Units:
Alternatively, securityholders may opt for a hybrid consideration, receiving $7.00 in cash (without interest) plus 0.450 WES Common Units. This option balances immediate liquidity with continued participation in WES’s long-term growth. - Cash Election Consideration:
Shareholders may choose to receive $25.00 per share in cash (without interest). To ensure the total cash payout does not exceed $415 million, this cash option is subject to proration, meaning shareholders may receive a proportionally reduced amount if total elections exceed the maximum cash pool.
It is important to note that any Aris securityholder who fails to submit a properly completed Election Form by the deadline will automatically receive the Common Unit Election Consideration, unless otherwise specified under the terms of the Merger Agreement.
Guidance for Securityholders
Aris securityholders seeking additional guidance or wishing to request an Election Form may contact Georgeson LLC, the information agent assisting with the election process, at (844) 568-1859 (toll-free). Securityholders who hold shares through banks, brokers, or other nominees should first check whether they have received the necessary election materials from their intermediaries and, if not, contact them directly.
All securityholders are strongly encouraged to review the definitive Proxy Statement/Prospectus, Election Form, and associated materials before making any election. These documents provide detailed instructions, descriptions of the options, and important considerations for shareholders, including potential tax consequences and the implications of each form of consideration.
It is also important to emphasize that changes to the Election Deadline do not affect the deadline for voting on the proposals to be presented at Aris’s upcoming special meeting of stockholders. These are separate processes, and securityholders must ensure compliance with both sets of deadlines.
Expiration of Hart-Scott-Rodino Waiting Period
In a related announcement, WES and Aris confirmed that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) has expired as of September 26, 2025. This expiration clears one of the final regulatory hurdles for the Transaction. The completion of the HSR review is a significant milestone in the merger process, indicating that federal antitrust authorities have raised no objections or required modifications to the terms of the deal.
With the HSR waiting period now concluded, WES and Aris are positioned to move forward toward the anticipated October 15, 2025 closing date, subject to approval by Aris stockholders and satisfaction of other customary closing conditions.
Key Timelines and Next Steps
- Election Deadline: October 7, 2025, at 5:00 p.m., New York time. Securityholders must submit their Election Forms and any supporting documents by this deadline.
- Anticipated Closing Date: October 15, 2025. The Transaction is expected to close shortly after stockholder approval, assuming all closing conditions are met.
- Special Meeting of Stockholders: Aris securityholders will vote on the merger proposal at an upcoming special meeting. The deadlines for voting on the proposal are separate from the Election Deadline.
Summary of Actions for Securityholders
- Review all materials carefully: Proxy Statement/Prospectus, Election Form, and any supplemental instructions.
- Determine preferred form of consideration: Common units, cash, or combination.
- Submit Election Form on time: By October 7, 2025, to Computershare Trust Company, N.A.
- Contact Georgeson LLC or intermediary as needed: For questions or missing election materials.
- Be aware of proration: Cash elections may be adjusted to ensure the total cash payout does not exceed $415 million.
- Do not assume default elections apply to voting: The default Common Unit option applies only to the form of consideration, not stockholder voting.
