Southwest Gas Holdings Inc., which is embroiled in a proxy battle with Carl Icahn, on Nov. 9 named two new directors and asked shareholders to reject a $75 per share tender offer from the activist investor.

Icahn had made a bid to gain control of the company’s board and replace the CEO after Southwest adopted a shareholder rights plan to thwart a push by the investor to abandon a $2 billion deal to buy Questar Pipelines from Dominion Energy Inc. Icahn holds just under 5% stake in Southwest.

Southwest in a statement said its board had determined that Icahn’s offer was inadequate, undervalued the company and was not in the best interests of the stockholders.

The company also named Robert Boughner as its next chairman of the board, and said two board members will retire, effective at its 2022 annual meeting of stockholders.

Southwest’s response on Nov. 9 to the tender offer “is almost inexplicable” Icahn said in a letter addressed to the company's stockholders.

The Las Vegas, Nevada-based Southwest also posted an 83% fall in third-quarter adjusted profit, partly hit by higher expenses in its natural gas operations and utilities services segments.

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