HONOLULU, May 12, 2015 /PRNewswire/ -- Hawaiian
Electric Industries, Inc. (NYSE: HE) (HEI) today announced that, at
the special meeting of HEI shareholders held today, HEI
shareholders approved the proposal to extend the deadline for
shareholder voting on the proposed merger agreement with NextEra
Energy, Inc. (NYSE: NEE). Extending the voting deadline will
give shareholders who have not yet voted an opportunity to cast
their vote. HEI's preliminary count indicates that, of the
shares HEI shareholders have voted to date, currently approximately
90 percent have been voted in favor of the proposed merger.
"Each shareholder's vote is important, so we're extending the
voting period to ensure shareholders have every opportunity to
express their views," said Connie
Lau, HEI's president and chief executive officer and
chairman of the boards of American Savings Bank and Hawaiian
Electric. "Of the votes already cast, approximately 90 percent are
currently "FOR" the merger, with these votes in favor representing
approximately 70 percent of HEI's outstanding shares. We're
confident that merging with NextEra Energy will help Hawaiian
Electric more quickly achieve the more affordable clean energy
future we all want for Hawaii. And we look forward to seeing
American Savings Bank continue its strong performance and banking
leadership as a standalone company here in the islands."
While publicly-held companies commonly may proceed with a merger
with the affirmative vote of a majority of their outstanding
shares, HEI is required under Hawaii law to obtain supermajority approval
from 75 percent of its outstanding shares. Currently about 23.7
million shares, representing approximately 22% of HEI's total
shares outstanding, remain unvoted.
Jeff Watanabe, chairman of the
board of HEI, said, "We thank the large number of HEI shareholders
who have already voted on the proposed merger and encourage those
who have not yet voted to use this additional time to do so. The
HEI board of directors strongly recommends a vote in favor of
the proposed merger with NextEra Energy. The board firmly believes
that the proposed transaction represents a transformational
opportunity to unlock the value of two strong, local companies,
American Savings Bank and Hawaiian Electric, and will deliver
significant benefits to our shareholders, our customers, our
employees and our communities."
The Special Meeting of Shareholders will be reconvened on
June 10, 2015 at 10:00 a.m. local time at the American Savings
Bank Tower, located at 1001 Bishop Street, Honolulu, Hawaii.
HEI SHAREHOLDERS – YOUR
VOTE IS IMPORTANT – PLEASE VOTE FOR THE MERGER
WITH NEXTERA ENERGY TODAY
The proposed merger with NextEra Energy represents significant
value to HEI shareholders. Upon completion of the merger and
the spinoff of ASB Hawaii, for each HEI share they hold,
shareholders will receive 0.2413 shares of NextEra Energy common
stock, 1/3 of a share of ASB Hawaii common stock and a special cash
dividend of $0.50 – as of
May 8, 2015 this represents a total
value estimated at approximately $32.92[1]. Except for the special cash
dividend, the value shareholders receive is expected to be
tax-free.
The combination is expected to provide Hawaiian Electric with
the added resources and access to expertise to strengthen and
accelerate Hawaii's clean energy
transformation, while delivering substantial customer benefits,
including lower costs. Subject to Hawaii Public Utilities
Commission approval, the companies have committed to approximately
$60 million in customer savings over
four years and to not request an increase in the general base
electricity rate for at least four years post-transaction close.
More savings are also expected from NextEra Energy's size and
stronger credit rating. Following the close of the transaction,
Hawaiian Electric will continue to operate under its current name,
be locally managed, and remain headquartered in Honolulu. HEI
is one of Hawaii's most charitable
companies and NextEra Energy will continue HEI's overall current
level of corporate giving in Hawaii.
HEI'S BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS HEI SHAREHOLDERS VOTE "FOR" THE PROPOSED MERGER WITH
NEXTERA ENERGY
A vote "FOR" the proposed merger is a vote for a more
affordable clean energy future for Hawaii. No matter how many
or how few shares HEI shareholders own, each vote is extremely
important. The affirmative vote of holders of 75 percent of
HEI's outstanding shares is required to approve the proposal to
adopt the merger agreement. Failing to vote or abstaining generally
has the same effect as a vote against the merger. Please vote
"FOR" the proposal to adopt the merger agreement today - by
telephone, by Internet or by signing, dating and returning your
proxy card.
For more information, please see HEI's definitive proxy
statement, which is filed with the SEC. HEI urges all
shareholders to review the definitive proxy statement and other
materials as they contain important detailed information about the
merger agreement and the reasons why the HEI Board approved the
merger agreement.
Valid proxies that have already been submitted prior to the
originally scheduled May 12, 2015
meeting will continue to be valid unless properly changed or
revoked prior to the reconvened Special Meeting on June 10, 2015. HEI shareholders of record
as of the close of business on March 23,
2015 will continue to be entitled to vote at the reconvened
meeting.
Shareholders who have any questions or need assistance voting
their shares should contact HEI's proxy solicitor, D.F. King & Co., Inc., toll-free at (866)
853-1834 or via email at gfequiere@dfking.com or HEI's Shareholder
Services Department, toll-free at (866) 672-5841 or via email at
invest@hei.com.
Hawaiian Electric Industries, Inc.
HEI supplies power to approximately 450,000 customers or 95% of
Hawaii's population through its
electric utilities, Hawaiian Electric Company, Inc., Hawaii
Electric Light Company, Inc. and Maui Electric Company, Limited and
provides a wide array of banking and other financial services to
consumers and businesses through American Savings Bank, one of
Hawaii's largest financial
institutions.
Forward Looking Statements
This document contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements are typically identified by words or
phrases such as "may," "will," "anticipate," "estimate," "expect,"
"project," "intend," "plan," "believe," "predict," and "target" and
other words and terms of similar meaning. Forward-looking
statements involve estimates, expectations, projections, goals,
forecasts, assumptions, risks and uncertainties. NEE and HEI
caution readers that any forward-looking statement is not a
guarantee of future performance and that actual results could
differ materially from those contained in any forward-looking
statement. Such forward-looking statements include, but are not
limited to, statements about the anticipated benefits of the
proposed merger involving NEE and HEI, including future financial
or operating results of NEE or HEI, NEE's or HEI's plans,
objectives, expectations or intentions, the expected timing of
completion of the transaction, the value, as of the completion of
the merger or spin-off of HEI's bank subsidiary or as of any other
date in the future, of any consideration to be received in the
merger or the spin-off in the form of stock or any other security,
and other statements that are not historical facts. Important
factors that could cause actual results to differ materially from
those indicated by any such forward-looking statements include
risks and uncertainties relating to: the risk that HEI may be
unable to obtain shareholder approval for the merger or that NEE or
HEI may be unable to obtain governmental and regulatory approvals
required for the merger or the spin-off, or required governmental
and regulatory approvals may delay the merger or the spin-off or
result in the imposition of conditions that could cause the parties
to abandon the transaction; the risk that a condition to closing of
the merger or the completion of the spin-off may not be satisfied;
the timing to consummate the proposed merger and the expected
timing of the completion of the spin-off; the risk that the
businesses will not be integrated successfully; the risk that the
cost savings and any other synergies from the transaction,
including the value of a potential tax basis step up, may not be
fully realized or may take longer to realize than expected;
disruption from the transaction making it more difficult to
maintain relationships with customers, employees or suppliers; the
diversion of management time and attention on merger and
spin-off-related issues; general worldwide economic conditions and
related uncertainties; the effect and timing of changes in laws or
in governmental regulations (including environmental); fluctuations
in trading prices of securities and in the financial results of
NEE, HEI or any of their subsidiaries; the timing and extent of
changes in interest rates, commodity prices and demand and market
prices for electricity; and other factors discussed or referred to
in the "Risk Factors" section of HEI's or NEE's most recent Annual
Reports on Form 10-K filed with the Securities and Exchange
Commission (the "SEC"). These risks, as well as other risks
associated with the merger, are more fully discussed in the
definitive proxy statement/prospectus that is included in the
Registration Statement on Form S-4 that NEE has filed with the SEC
in connection with the merger. Additional risks and uncertainties
are identified and discussed in NEE's and HEI's reports filed with
the SEC and available at the SEC's website at www.sec.gov. Each
forward-looking statement speaks only as of the date of the
particular statement and neither NEE nor HEI undertakes any
obligation to update or revise its forward-looking statements,
whether as a result of new information, future events or
otherwise.
Additional Information And Where To Find It
In connection with the proposed transaction between NEE and HEI,
NEE filed with the SEC a registration statement on Form S-4 that
includes a definitive proxy statement of HEI and that also
constitutes a prospectus of NEE. The registration statement was
declared effective by the SEC on March 26,
2015. HEI first mailed the definitive proxy
statement/prospectus to its shareholders on March 30, 2015. NEE and HEI may also file other
documents with the SEC regarding the proposed transaction.
INVESTORS AND SECURITY HOLDERS OF HEI ARE URGED TO READ THE
DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT
DOCUMENTS THAT HAVE BEEN OR WILL BE FILED WITH THE SEC CAREFULLY
AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. You may
obtain copies of all documents filed with the SEC regarding this
transaction, free of charge, at the SEC's website (www.sec.gov).
You may also obtain these documents, free of charge, from NEE's
website (www.investor.nexteraenergy.com) under the heading
"Investor Relations" and then under the heading "SEC Filings." You
may also obtain these documents, free of charge, from HEI's website
(www.hei.com) under the tab "Investor Relations" and then under the
heading "SEC Filings." Additional information about the proposed
transaction is available at a joint website launched by the
companies at www.forhawaiisfuture.com.
Hawaiian Electric Industries Contact
Media
A.J. Halagao
Manager, Corporate & Community Advancement
808-543-5889
info@hei.com
Investor Relations
Cliff Chen
Manager, Investor Relations & Strategic Planning
(808) 543-7300
ir@hei.com
[1] Based on the median of analyst consensus as of April 24, 2015, the estimated value of 1/3 of a
share of ASB Hawaii would have an estimated value of $8.00.
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SOURCE Hawaiian Electric Industries, Inc.