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BUSINESS AS
USUAL What to Expect with the Merger On February 9, 2016, Empire announced an
Agreement and Plan of Merger under which Liberty Utilities, the U.S.
subsidiary of Algonquin Power & Utilities Corporation, will indirectly
acquire Empire and its subsidiaries. The proposed merger marks an exciting
and significant evolution of our organization. When combined with Liberty
Utilities, we will be part of a utility that serves approximately 780,000
customers. These customers lie in a diverse geographic territory stretching
from California to New Hampshire. Joplin and Empire will serve as the
geographic headquarters for Liberty Utilities Central and our executive team
will lead operations for approximately 340,000 customers in the seven states
included in the Central region. As a customer, we understand you have many
questions about what this means for your service, your rates and Empires
long-standing role in our communities. The short answer is, it will be
Business as Usual leading up to the transaction closing and beyond. What will
happen to Empires local operations? Empires local operations, staff and
leadership will remain in place to continue serving customers. Empires
corporate headquarters in Joplin will become the geographic headquarters for
Liberty Utilities Central region, which will include approximately 340,000
customers in Missouri, Kansas, Oklahoma, Arkansas, Illinois, Iowa and Texas.
This will provide expanded opportunities for Empire and our employees. Will
Empire remain active in the communities it serves? Yes. With Liberty
Utilities and Algonquin, we have found partners who share our same values of
serving our customers and communities at a high level. They have pledged to
continue our historic levels of community involvement and charitable
contributions. How will my rates and service be impacted by the merger?
Empires customers rates and service will not be affected by the merger.
Customers will continue to receive excellent service from the same Empire
employees they have contact with today. They will still call the same number
to reach our Contact Center representatives. What will happen to the Empire
name? The Empire name will be maintained for at least five years. This
doesnt mean the name will definitely change after five years, it simply
means there is the option to make a change. Why did Empire agree to the
merger? This will add scale for both companies, thus providing opportunities
to pursue efficiencies, leverage best practices, and enhance service
offerings. Also, we sought to proactively search out solutions to many market
forces, from a position of strength. The combination will not only allow us
to address industry trends (such as lower customer growth and changing
environmental regulations), but also to more effectively capitalize on the
growth and development opportunities they provide. This is where Algonquins
expertise in renewable energy will provide a good complement. What is the
timeline for the close of the merger? The transaction requires approval from
Empire shareholders and regulators. The approval process is expected to take
9 18 months. Once all approvals are in place, the closing will be
scheduled. As an Empire shareholder, when will I vote and when will I receive
my payment? Approximately 60 days after the announcement of the agreement, an
initial proxy statement describing the transaction and scheduled voting
process in greater detail will be submitted to the Securities and Exchange
Commission for approval. Upon approval, the proxy will be mailed to
shareholders. Upon closing of the transaction, shareholders will receive $34
per share for their stock. ADDITIONAL INFORMATION AND WHERE TO FIND IT The
proposed transaction will be submitted to shareholders of Empire for their
consideration. In connection with the transaction, Empire will file a proxy
statement and other materials with the U.S. Securities and Exchange
Commission (the SEC). This communication is not a substitute for the proxy
statement or any other document that Empire may send to its shareholders in
connection with the proposed transaction. EMPIRE SHAREHOLDERS ARE ADVISED TO
READ THE PROXY STATEMENT FOR THE PROPOSED TRANSACTION WHEN IT IS FILED, AND
ANY AMENDMENT OR SUPPLEMENT THERETO THAT MAY BE FILED, WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT EMPIRE AND THE TRANSACTION. All
such documents, when filed, are available free of charge at the SECs website
at www.sec.gov, at Empires website at www.empiredistrict.com or by sending a
written request to Corporate Secretary, The Empire District Electric Company,
602 S. Joplin Avenue, Joplin, Missouri 64801. PARTICIPANTS IN THE
SOLICITATION Empire and its directors and executive officers are deemed to be
participants in any solicitation of Empire shareholders in connection with
the proposed transaction. Information about Empires directors and executive
officers is available in Empires definitive proxy statement, filed on March
18, 2016, in connection with its 2016 annual meeting of shareholders, and in
Empires Annual Report on Form 10-K for the fiscal year ended December 31,
2015.
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