Answer
The press release you quoted does not give a specific calendar of events for the shareholderâvote on the proposed sale of Aris Water Solutions, Inc. (ARIS) to Western Midstream Partners, LP. It only announces that HalperâŻSadehâŻLLC is reviewing the fairness of the transaction and is urging ARIS shareholders to learn about their legal rights.
Because the filing does not contain a detailed timetable, we have to rely on the typical timeline for a mergerâorâsale that requires a shareholder vote and on the regulatory steps that are usually required for a transaction of this size. Below is a stepâbyâstep outline of what you can expect, together with the points where delays or extra regulatory scrutiny can arise.
1. PreâDeal Disclosure (Now â EarlyâMidâŻ2025)
Step | What happens | Typical time frame |
---|---|---|
Deal announcement | The company issues a press release (the one you referenced) and a preliminary âForm 8âKâ filing with the SEC announcing the agreement and the terms (0.625 Western common units per ARIS share or $25 cash per share). | Immediate â same day as the announcement. |
Preâliminary proxy statement (Form Sâ4) preparation | The target (ARIS) prepares a proxy statement that includes the merger agreement, the fairnessâreview process, and a âShareholderâVoteâ recommendation. This is filed with the SEC and made available to shareholders. | 2â4âŻweeks after the announcement, depending on how quickly the companies can agree on the final terms and the required disclosures. |
Key point: Until the proxy statement is filed, the company cannot set a definitive date for the shareholder meeting. The filing of the proxy is the first public signal that a vote will be scheduled.
2. SEC Review & Comment Period (Midâ2025)
Step | What happens | Typical time frame |
---|---|---|
SEC review of the proxy (Form Sâ4) | The SEC reviews the filing for compliance with the RegulationâŻSâX and RegulationâŻ14âA rules. The SEC may issue comments that require the companies to amend the proxy. | 7â10âŻbusiness days for the SECâs initial review; if comments are returned, an additional 5â10âŻbusiness days to respond and file an amendment. |
Final proxy statement (Form Sâ4) becomes effective | Once the SEC clears the filing (or the comment cycle is closed), the proxy is deemed âeffectiveâ and can be distributed to shareholders. | Immediately after the comment cycle ends. |
Potential delay: If the SEC raises substantive concernsâe.g., about the valuation methodology, the fairnessâreview process, or the adequacy of the disclosureâcompanies may need to provide additional data, which can add 2â3âŻweeks to the timeline.
3. ShareholderâVote Scheduling (LateâŻ2025)
Step | What happens | Typical time frame |
---|---|---|
Set the recordâdate & meeting date | The board of ARIS will set a recordâdate (the cutâoff for who can vote) and a shareholderâmeeting date (usually 20â30âŻcalendar days after the recordâdate). | The meeting is often scheduled 30â45âŻdays after the proxy becomes effective. |
Notice to shareholders | Formal notice of the meeting, including the agenda, proxy card, and voting instructions, is mailed/eâmailed to all shareholders of record. | Must be sent at least 20âŻcalendar days before the meeting (per SEC rules). |
Shareholder voting | Shareholders can vote in person at the meeting, by proxy, or via electronic ballot. The company will tally the votes and announce the result. | The vote is concluded on the meeting day; results are typically disclosed within 1â2âŻbusiness days after the meeting. |
Potential delay: If a significant number of shareholders request a âproxyâstatement amendmentâ (e.g., to add a question, change the wording, or request additional information), the company may have to file a FormâŻ8âK amendment to the proxy, which restarts the SEC comment cycle and can push the meeting out by 2â4âŻweeks.
4. Regulatory Approvals (Concurrent with or after the vote)
Regulator | What is required | Typical time frame |
---|---|---|
U.S. Securities and Exchange Commission (SEC) | The merger agreement must be filed as a âFormâŻ8âKâ (or âFormâŻ10âKâ if a tender offer) and may need a âFormâŻ25â (beneficial ownership) filing. The SEC does not âapproveâ the transaction, but it must be satisfied that all disclosures are complete. | Usually completed within a few days after the vote, assuming the proxy was already cleared. |
Federal Trade Commission (FTC) / Antitrust review | Because the deal involves a midâstream energy company and a waterâservices business, the FTC may open a HartâScottâRodino (HSR) filing to assess antitrust impact. The HSR filing triggers a 30âday waiting period (plus a possible 15âday extension). | 30âŻdays (plus up to 15âŻdays if the parties request an extension). |
State corporateâlaw approvals | The merger may need to be approved by the state of incorporation (e.g., Delaware Court of Chancery) and may require a certificate of merger. | Usually 5â10âŻdays after the shareholder vote, provided the board has already approved the merger. |
Industryâspecific permits (e.g., waterâservice licensing, pipelineâoperating permits) | Western Midstream Partners may need to obtain or transfer stateâlevel waterâservice permits and Federal Energy Regulatory Commission (FERC) approvals for any pipelineârelated assets. | Varies widely; could add 2â6âŻweeks if new permits are required. |
Key regulatory hurdle: The FTC antitrust review is the most common source of a material delay for a transaction that combines two midâstream entities. If the FTC determines that the combined entity would have a significant competitive advantage in any market, it could request divestitures or conditioned approvals, which would push the closing date out by months.
5. Closing of the Transaction (MidâLateâŻ2025)
Step | What happens | Typical time frame |
---|---|---|
Shareholder approval | If the merger is approved by the requisite majority (usually >50âŻ% of the shares voted, though many deals set a higher threshold), the board can issue a âclosing noticeâ to the other party. | Immediate after the meeting, assuming the vote meets the required quorum. |
Final regulatory signâoff | Once the FTC waiting period ends and any required state or federal permits are secured, the parties can file a âFormâŻ8âKâ to announce the closing. | Typically 5â10âŻbusiness days after the last regulatory approval is received. |
Effective date | The sale of ARIS to Western Midstream Partners becomes effective, and the consideration (cash or Western units) is distributed to shareholders. | Same day as the filing of the closing notice, unless the parties agree on a later âeffective date.â |
Potential delay: If the FTC or a state regulator imposes conditions (e.g., asset divestitures, additional reporting), the closing could be postponed until those conditions are satisfiedâpotentially 30âŻdays to 3âŻmonths beyond the original schedule.
Putting It All Together â A Reasonable âBestâCaseâ Timeline
Milestone | Approx. date (if announced today,âŻ2025â08â07) |
---|---|
Deal announcement & initial 8âK filing | 2025â08â07 |
Proxy (FormâŻSâ4) filing with SEC | 2025â08â14âŻââŻ08â21 |
SEC comment cycle (if any) | 2025â08â21âŻââŻ08â31 |
Effective proxy statement | 2025â09â02 |
Recordâdate & meeting notice (â„20âŻdays before meeting) | 2025â09â10âŻââŻ09â15 |
Shareholderâmeeting (vote) | 2025â09â30âŻââŻ10â05 |
FTC HSR filing & 30âday waiting period | 2025â10â01âŻââŻ10â31 (plus possible 15âday extension) |
State corporate approvals | 2025â10â05âŻââŻ10â12 |
Industryâspecific permits (if needed) | 2025â10â10âŻââŻ11â10 |
Closing of transaction (subject to regulatory signâoffs) | 2025â11â15âŻââŻ12â01 (typical âmidâNovemberâ closing) |
Note: This schedule assumes no major SEC comment cycle, no FTC antitrust objections, and no need for additional waterâservice permits. If any of those hurdles arise, each could add 2â4âŻweeks (SEC) or 30â45âŻdays (FTC) or even multiple months (state or industry permits) to the timeline.
What This Means for You as a Shareholder
- Check the proxy statement â The definitive recordâdate and meeting date will be disclosed in the FormâŻSâ4 (proxy) once the SEC clears it. Until that filing is effective, there is no firm voting schedule.
- Expect a 20âday notice period â After the proxy is effective, the company must give shareholders at least 20âŻcalendar daysâ notice before the meeting. This is the earliest you can know the exact voting date.
- Watch for FTC filings â If the transaction is large enough to trigger an antitrust review, the FTC will publicly announce the HSR filing and the 30âday waiting period. That information will be posted on the FTCâs website and typically also disclosed in a followâup 8âK filing.
- Potential âdelayâ triggers â
- SEC substantive comments (valuation, fairnessâreview, conflictâofâinterest disclosures).
- Shareholderârequested proxy amendments (e.g., to add a âfairnessâreviewâ question).
- FTC antitrust concerns (possible requirement to divest certain assets).
- State or federal permit approvals for waterâservice or pipeline assets.
- SEC substantive comments (valuation, fairnessâreview, conflictâofâinterest disclosures).
If any of these arise, the closing date could be pushed out beyond the âmidâNovemberâ window shown above.
Bottom Line
- The news release does not specify a voting timeline.
- Based on standard mergerâsale procedures, the earliest a shareholder vote could realistically be held is roughly **30âŻdays after the proxy statement becomes effective, which itself is typically filed 2â4âŻweeks after the deal announcement.
- Regulatory hurdlesâespecially an FTC antitrust reviewâare the most likely source of a material delay and can add 30âŻdays (plus possible extensions) to the overall timeline.
- Shareholders should monitor the forthcoming proxy filing (FormâŻSâ4) and any subsequent 8âK filings for the exact recordâdate, meeting date, and any announced regulatory waiting periods.
If you need a more precise schedule once the proxy is filed, you can request a copy of the FormâŻSâ4 from ARISâs investorârelations site or from the SECâs EDGAR database, where the recordâdate and meeting date will be listed. Should you have concerns about the fairness of the transaction, the contact information provided by HalperâŻSadehâŻLLC (Daniel Sadeh, Zachary Halper, phoneâŻ212â763â0060, emailâŻsadeh@halp) is the appropriate channel for legal advice and to discuss any potential shareholderâaction options.