Algonquin Power & Utilities Corp. ("APUC") (TSX: AQN) and
The Empire District Electric Company (“Empire”) (NYSE:EDE)
announced today updates with respect to the required regulatory
approvals in connection with the merger (the “Merger”) of Empire
with and into Liberty Sub Corp. (“Merger Sub”) pursuant to the
Agreement and Plan of Merger (the “Merger Agreement”) dated as of
February 9, 2016 by and among Empire, Merger Sub and Liberty
Utilities (Central) Co. (“Liberty Central”).
The Missouri Public Service Commission (the “MPSC”) has approved
the stipulations and agreements between Empire, Merger Sub, and
Liberty Central (collectively, the “Applicants”), the MPSC Staff,
the Office of Public Counsel, and the other remaining parties. The
Applicants are authorized to consummate the Merger in accordance
with the terms and conditions of the Merger Agreement. The order is
effective October 7, 2016.
Empire and APUC further announced, with regard to the Merger
application proceeding in Kansas, the filing of a joint motion by
the Applicants, Kansas Corporation Commission Staff, and the
Citizens’ Utility Ratepayer Board (collectively, the “Parties”) to
amend the procedural schedule ordered June 9, 2016 by the Kansas
Corporation Commission (the “KCC”). The Parties have reached an
agreement in principle that would resolve all issues in the matter
of the Merger application, and are requesting the procedural
schedule be modified to set forth an order due date of December 14,
2016, rather than the initial due date of January 10, 2017. This
motion to amend the procedural schedule requires approval by the
KCC.
“The approval granted in Missouri yesterday marks the completion
of another key milestone in our transaction with Empire,“ commented
Ian Robertson, CEO of APUC. “Combined with the potential to shorten
the procedural schedule in Kansas, we believe our ability to close
the Merger within our expected Q1 2017 timeline is stronger than
ever.”
Brad Beecher, Empire’s President and CEO added, “With Missouri,
Oklahoma and FERC approvals in place, a settlement agreement
awaiting approval in Arkansas, and an agreement in principle with
the Parties in Kansas, we continue to make steady progress toward
the consummation of this transaction. Pending approval of the joint
motion to amend the procedural schedule and subsequent approval of
the Merger from the Arkansas and Kansas Commissions, we expect
closing in early 2017.”
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 564,000 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 1,300 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.
About The Empire District Electric Company
Based in Joplin, Missouri, The Empire District Electric Company
(NYSE:EDE) is an investor-owned, regulated utility providing
electric, 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 the Company also provides fiber optic services.
Information Concerning Forward-Looking Statements
Certain matters discussed in this press release are
“forward-looking statements” within the meaning of applicable
securities laws, including the Private Securities Litigation Reform
Act of 1995 and are 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 press release include, without
limitation, statements relating to Liberty Utilities’ proposed
acquisition of Empire, regulatory approvals, the completion of the
proposed transaction, benefits of the proposed transaction, and
anticipated future financial measures and operating performance and
results, including estimates for growth. These statements reflect
APUC’s and Empire’s management’s current beliefs and are based on
information currently available to APUC management and 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). APUC and Empire caution readers that a number of
factors could cause actual results, performance or achievement to
differ materially from the results discussed or implied in the
forward-looking statements. Important factors that could cause
actual results, performance and results 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 that required governmental and regulatory approvals
or agreements with other parties interested therein may delay the
proposed transaction or may be subject to or impose adverse
conditions or costs; (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, or to obtain on favorable terms, any financing necessary to
complete the merger; (v) the outcome of any legal proceedings,
regulatory proceedings or enforcement matters that may be
instituted relating to the proposed merger; (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) the
costs incurred to consummate the proposed transaction or any
financing transaction related to the proposed transaction, or to
realize any benefits of the proposed transaction; (ix) the credit
ratings of the companies following the proposed transaction; (x)
disruption from the proposed transaction making it more difficult
to maintain relationships with customers, employees, regulators or
suppliers; (xi) the diversion of management time and attention on
the transaction; (xii) general worldwide economic conditions and
related uncertainties; (xiii) the effect and timing of changes in
laws or in governmental regulations (including environmental laws
and regulations); (xiv) the timing and extent of changes in
interest rates, commodity prices and demand and market prices for
gas and electricity; and (xv) other factors discussed or referred
to in the “Risk Factors” section of APUC’s most recent Annual
Information Form filed with securities regulators in Canada and
such other materials that APUC may file in connection with the
proposed transaction with securities regulators in Canada or in the
“Risk Factors” or “Forward Looking Statements” sections of Empire’s
most recent Annual Report on Form 10-K filed with the Securities
and Exchange Commission (the SEC) and in subsequently filed Forms
10-Q and 8-K.
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version on businesswire.com: http://www.businesswire.com/news/home/20160908006765/en/
The Empire District Electric CompanyINVESTOR RELATIONSDale Harrington,
417-625-4222Director of Investor
Relationsdharrington@empiredistrict.comorMEDIA COMMUNICATIONSJulie Maus,
417-625-5101Director of Corporate
Communicationsjmaus@empiredistrict.comorAlgonquin Power &
Utilities Corp.INVESTOR
RELATIONSIan Tharp, CFA, 905-465-6770Vice President,
Investor Relationsian.tharp@APUCorp.comorSarah Aspinall,
905-465-6118Investor Relations and Communications
Specialistsarah.aspinall@libertyutilities.com
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