The Empire District Electric Company (Empire) (NYSE:EDE) and
Algonquin Power & Utilities Corp. (APUC) (TSX:AQN)
announced today that Empire’s shareholders voted to approve the
previously announced Agreement and Plan of Merger, dated February
9, 2016, by and among Empire, Liberty Utilities (Central) Co., an
indirect subsidiary of APUC (Liberty Central) and Liberty Sub
Corp., a subsidiary of Liberty Central.
“Today marks an historic day for The Empire District Electric
Company, and I want to thank our shareholders for their support in
approving the Agreement and Plan of Merger,” said Empire’s
President and CEO Brad Beecher. “We are pleased to have
secured shareholder approval in addition to the regulatory
approvals from the FERC and state of Oklahoma that we had
previously announced. Empire’s management team will continue to
work diligently over the next several months as we seek to obtain
the remaining necessary regulatory approvals to bring about the
closing of the transaction. We continue to expect the
transaction to close in the first quarter of 2017.”
Shareholders approved the merger agreement with approximately
95.5 percent of the votes cast at today’s special shareholder
meeting voting in favor of the merger proposal. Today’s vote
represented approximately 70.8 percent of Empire’s outstanding
common stock as of May 2, 2016, the record date for the special
shareholder meeting.
Ian Robertson, CEO of APUC added, “Our merger agreement with
Empire represents an important step forward in the growth of our
regulated utility business, and we too are pleased that the
Empire shareholders voted in favour of the transaction today.
We look forward to continuing our joint efforts with Empire to move
through the remaining regulatory approvals as we work toward the
completion of the transaction.”
About The Empire District Electric Company
Based in Joplin, Missouri, The Empire District Electric Company
(NYSE: EDE) is an investor-owned, regulated utility providing
electricity, natural gas (through its wholly owned subsidiary The
Empire District Gas Company), and water service, with approximately
218,000 customers in Missouri, Kansas, Oklahoma, and Arkansas. A
subsidiary of Empire also provides fiber optic services. For more
information regarding Empire, visit www.empiredistrict.com.
About Algonquin Power & Utilities Corp.
APUC is a $5 billion North American diversified generation,
transmission and distribution utility. The distribution business
group provides rate regulated water, electricity and natural gas
utility services to over 560,000 customers in the United States.
The generation business group owns a portfolio of North American
based contracted wind, solar, hydroelectric and natural gas powered
generating facilities representing more than 1,100 MW of installed
capacity. The transmission business group invests in rate regulated
electric transmission and natural gas pipeline systems in the
United States and Canada. APUC delivers continuing growth through
an expanding pipeline of renewable energy development projects,
organic growth within its regulated distribution and transmission
businesses, and the pursuit of accretive acquisitions. Common
shares, preferred shares, and instalment receipts are traded on the
Toronto Stock Exchange under the symbols AQN, AQN.PR.A, AQN.PR.D,
and AQN.IR. Visit APUC at www.AlgonquinPowerandUtilities.com and
follow us on Twitter @AQN_Utilities.
Forward-Looking Statements
This press release contains certain “forward-looking statements”
intended to qualify for the safe harbor from liability established
by the Private Securities Litigation Reform Act of 1995. Statements
that are not historical facts, including statements about beliefs,
expectations, estimates, projections, goals, forecasts,
assumptions, risks and uncertainties, are forward-looking
statements. Forward-looking statements are often characterized by
the use of words such as “believes,” “estimates,” “expects,”
“projects,” “may,” “intends,” “plans,” “anticipates,” “pro forma,”
“predicts,” “seeks,” “could,” “would,” “will,” “can,” “continue” or
“potential” and the negative of these terms or other comparable or
similar terminology or expressions. The forward-looking statements
in this presentation include, without limitation, statements
relating to Liberty Utilities proposed acquisition of Empire,
regulatory approvals, and the completion of the proposed
transaction. These statements reflect Empire’s management’s current
beliefs and are based on information currently available to Empire
management. Forward-looking statements involve significant risk,
uncertainties and assumptions. Certain factors or assumptions have
been applied in drawing the conclusions contained in the
forward-looking statements (some of which may prove to be
incorrect). Empire cautions readers that a number of factors could
cause actual results, performance or achievements to differ
materially from the results discussed or implied in the
forward-looking statements. Important factors that could cause
actual results, performance and achievements to differ materially
from those indicated by any such forward-looking statements include
risks and uncertainties relating to the following: (i) the risk
that Liberty Utilities or Empire may be unable to obtain
governmental and regulatory approvals required for the proposed
transaction, or required governmental and regulatory approvals may
delay the proposed transaction; (ii) the occurrence of any event,
change or other circumstances that could give rise to the
termination of the merger agreement; or could otherwise cause the
failure of the merger to close; (iii) the risk that a condition to
the closing of the proposed transaction may not be satisfied; (iv)
the failure to obtain any financing necessary to complete the
merger; (v) the outcome of any legal proceedings, regulatory
proceedings or enforcement matters that have been or may be
instituted against Empire and others relating to the merger
agreement; (vi) the receipt of an unsolicited offer from another
party to acquire assets or capital stock of Empire that could
interfere with the proposed merger; (vii) the timing to consummate
the proposed transaction; (viii) disruption from the proposed
transaction making it more difficult to maintain relationships with
customers, employees, regulators or suppliers; (ix) the diversion
of management time and attention on the transaction; (x) general
worldwide economic conditions and related uncertainties; (xi) the
effect and timing of changes in laws or in governmental regulations
(including environmental laws and regulations); (xii) the timing
and extent of changes in interest rates, commodity prices and
demand and market prices for gas and electricity; and (xiii) other
factors discussed or referred to in the “Risk Factors” or “Forward
Looking Statements” sections of Empire’s most recent Annual Report
on Form 10-K and quarterly report on Form 10-Q, each filed
with the Securities and Exchange Commission (the SEC) and in
subsequently filed Forms 10-Q and 8-K.
Additional risks and uncertainties are discussed in the proxy
statement dated May 3, 2016 (as supplemented through the date
hereof) and other materials that Empire has filed or will file with
the SEC in connection with the proposed transaction. There can be
no assurance that the proposed transaction will be completed, or if
it is completed, that it will close within the anticipated time
period. These factors should be considered carefully and undue
reliance should not be placed on the forward-looking statements.
Each forward-looking statement in this presentation speaks only as
of the date of the particular statement. For additional information
with respect to certain of the risks or factors, reference should
be made to Empire’s filings with the SEC. Except as required by
law, Empire disclaims any intention or obligation to update or
revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
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version on businesswire.com: http://www.businesswire.com/news/home/20160616006301/en/
The Empire District Electric CompanyInvestor Relations:Dale Harrington,
417-625-4222Director of Investor
Relationsdharrington@empiredistrict.comorMedia Communications:Julie Maus,
417-625-5101Director of Corporate
Communicationsjmaus@empiredistrict.comorAlgonquin Power &
Utilities Corp.Investor
Relations:Ian Tharp, CFA, 905-465-6770Vice President,
Investor RelationsIan.Tharp@APUCorp.comorAmanda Dillon,
905-465-6748Investor Relations and Communications
SpecialistAmanda.Dillon@APUCorp.com
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