HONOLULU, May 1, 2015 /PRNewswire/ -- Hawaiian Electric
Industries, Inc. (NYSE:HE) ("HEI") today announced that
Institutional Shareholder Services ("ISS"), a leading independent
proxy voting and corporate governance advisory firm, is
recommending that HEI shareholders vote "FOR" the
proposed merger with NextEra Energy, Inc. (NYSE:NEE) at HEI's
Special Meeting of Shareholders scheduled for May 12, 2015.
In recommending that HEI shareholders vote "FOR" the
proposed merger, ISS stated:
"Clean energy has the highest potential growth, and the company
has been investing recently to help achieve the state of
Hawaii's 40% clean energy goal by
2030. The NextEra merger will likely prove beneficial, as it
is the largest wind and sun renewable energy generator in
North America. Hawaiian
Electric[']s probability of success to implement and execute its
clean energy strategy appears much higher if merged with
NextEra."*
The ISS report also stated:
"Given this, and the fact that shareholders are receiving a
$0.50 special dividend and spin-off
interest in the banking business, a vote FOR this proposal is
warranted."*
"We are pleased that ISS has endorsed our pending merger with
NextEra Energy that provides significant value to HEI shareholders,
our customers and our communities," said Connie Lau, president and chief executive
officer and chairman of the boards of American Savings Bank and
Hawaiian Electric. "ISS' recommendation further supports HEI's
view that joining with NextEra Energy will strengthen and
accelerate Hawaii's clean energy
transformation, while delivering substantial customer benefits,
including lower costs."
The Special Meeting of HEI shareholders is scheduled for
Tuesday, May 12, 2015, at
9:30 a.m. Hawaii Time. The
meeting will be held at the American Savings Bank Tower, located at
1001 Bishop Street in Honolulu,
Hawaii. HEI shareholders of record as of the close of business
on March 23, 2015 are entitled to
attend the Special Meeting and vote on the proposals.
HEI'S BOARD OF DIRECTORS UNANIMOUSLY
RECOMMENDS HEI SHAREHOLDERS VOTE "FOR" THE PROPOSED MERGER WITH
NEXTERA ENERGY
Every share counts and every vote is essential to ensure that
HEI shareholders, customers and the state of Hawaii receive the benefits of the
merger. Please vote today. The affirmative vote of
holders of 75 percent of HEI's outstanding shares is required to
approve the proposal to adopt the merger agreement. Please take a
moment to vote "FOR" the proposal to adopt the merger
agreement today - by telephone, by Internet or by signing, dating
and returning the proxy card. Not voting or selecting "abstain"
generally counts as a negative vote on the merger proposal, so it
is essential for all shareholders to vote in order for the 75%
requirement to be achieved.
For more information, please see HEI's definitive proxy
statement, which is filed with the Securities and Exchange
Commission. HEI urges 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. 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
* Permission to use quotations from the ISS report was
neither sought nor obtained.
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
Investor Relations
Cliff Chen
Manager, Investor Relations & Strategic Planning
(808) 543-7300
ir@hei.com
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SOURCE Hawaiian Electric Industries, Inc.