JOPLIN, MO and OAKVILLE, ON, June 16,
2016 /PRNewswire/ - 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; * 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.
SOURCE Algonquin Power & Utilities Corp.