NOVI, Mich., June 22, 2016 /PRNewswire/ -- At the
ITC Holdings Corp. ("ITC") (NYSE: ITC) Special Meeting of
Shareholders held today in Novi,
Michigan, shareholders approved the acquisition of ITC by
Fortis Inc. ("Fortis") (TSX: FTS).
"We are very pleased with the solid support from our
shareholders for this transformative transaction," said
Joseph L. Welch, Chairman, President
and CEO of ITC. "Fortis is an outstanding company with a
proven track record of successfully acquiring and managing U.S.
based utilities in a decentralized manner. This transaction
accomplishes our objectives by better positioning the company to
fulfill our long-term strategy of investing in transmission
opportunities that improve reliability, expand access to power
markets and allow new generating resources to interconnect to
transmission systems while lowering the overall cost of delivered
energy for customers."
"Our investors will receive an attractive premium for their
investment and will also benefit from the opportunity to
participate in any potential upside of the combination, including
future value creation and a growing dividend program," added
Welch.
"Today is another important milestone for Fortis and ITC.
The strong results of the ITC and Fortis shareholder votes, as well
as the agreement with minority investor GIC Private Limited,
demonstrates confidence in this strategic acquisition," said
Barry Perry, President and CEO of
Fortis. "We remain focused on closing the transaction by the
end of this year."
Under the terms of the transaction, ITC shareholders will
receive US$22.57 in cash and 0.7520
of a Fortis common share for each ITC common share. Based on the
February 8, 2016 closing price for
Fortis common shares and the US$/C$ exchange rate on that date, the
per share consideration offered by Fortis represents a premium of
33% over ITC's unaffected closing share price on November 27, 2015 and a 37% premium to ITC's
unaffected average closing price over the 30-day period prior to
November 27, 2015. The Fortis-ITC
transaction was valued at approximately US$11.3 billion as of the close of markets on
February 8, 2016.
The closing of the acquisition of ITC is expected to occur in
late 2016 and is subject to receipt of certain regulatory
approvals, including the approval of the Federal Energy Regulatory
Commission, the Committee on Foreign Investment in the United States, and the United States
Federal Trade Commission/Department of Justice under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as
various state approvals, among others.
About ITC
ITC is the largest independent electric
transmission company in the United
States. Based in Novi,
Michigan, ITC invests in the electric transmission grid to
improve reliability, expand access to markets, allow new generating
resources to interconnect to its transmission systems and lower the
overall cost of delivered energy. Through its regulated operating
subsidiaries ITCTransmission, Michigan Electric Transmission
Company, ITC Midwest and ITC Great Plains, ITC owns and operates
high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load
exceeding 26,000 megawatts along approximately 15,700 circuit
miles of transmission line. ITC's grid development focus includes
growth through regulated infrastructure investment as well as
domestic and international expansion through merchant and other
commercial development opportunities. (ITC-itc-F).
Additional information can be accessed at www.itc-holdings.com
or www.edgar.com.
About Fortis
Fortis is a leader in the North American
electric and gas utility business, with total assets of
approximately CAD$28 billion and
fiscal 2015 revenue of CAD$6.7
billion. The Corporation's asset mix is approximately 96%
regulated (70% electric, 26% gas), with the remaining 4% comprised
of non-regulated energy infrastructure. The Corporation's regulated
utilities serve more than 3 million customers across Canada, the United
States and the Caribbean.
Fortis shares are listed on the TSX and trade under the symbol
FTS. Additional information can be accessed at www.fortisinc.com,
www.sedar.com, or www.edgar.com.
About GIC
GIC is a leading global investment firm with
well over US$100 billion in assets
under management. Established in 1981 to secure the financial
future of Singapore, the firm
manages Singapore's foreign
reserves. With its disciplined long-term value approach, GIC is
uniquely positioned to invest in both the public and private
markets, including equities, fixed income, real estate, private
equity and infrastructure. GIC employs over 1,300 people across
offices in Singapore, Beijing, London, Mumbai, New
York, San Francisco,
Sao Paulo, Seoul, Shanghai, and Tokyo. For more information, please visit
www.gic.com.sg.
Forward-Looking Statements
This news release
contains forward-looking statements within the meaning of
applicable securities laws including the Private Securities
Litigation Reform Act of 1995. Forward-looking statements included
in this media release reflect expectations of Fortis management and
ITC management regarding future growth, results of operations,
performance and business prospects and opportunities. Wherever
possible, words such as "anticipates", "believes", "budgets",
"could", "estimates", "expects", "forecasts", "intends",
"may", "might", "plans", "projects", "schedule", "should",
"target", "will", "would" and the negative of these terms and
other similar terminology or expressions have been used to identify
the forward-looking statements, which include, without limitation,
those statements related to the acquisition, the expected timing of
the acquisition, and the satisfaction of the conditions precedent
to the closing of the acquisition of ITC, including regulatory and
governmental approvals. These statements reflect the current
beliefs and are based on information currently available to Fortis'
and ITC's management.
Forward-looking statements involve significant risks,
uncertainties and assumptions. Certain material factors or
assumptions have been applied in drawing the conclusions contained
in the forward-looking statements. These factors or assumptions are
subject to inherent risks and uncertainties surrounding future
expectations generally, including those identified from
time-to-time in the forward-looking statements. Such risk factors
or assumptions include, but are not limited to, the risks and
uncertainties disclosed in Fortis' filings with the Canadian
securities regulators and ITC's annual report on Form 10-K and
ITC's quarterly reports filed with the Securities and Exchange
Commission, risks relating to failure to complete the acquisition
and the timing thereof, the risk that conditions to the acquisition
may not be satisfied, and risks relating to the potential decline
in the Fortis share price negatively impacting the value of the
consideration offered to ITC shareholders. Fortis and ITC each
caution 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.
These factors should be considered carefully and undue reliance
should not be placed on the forward-looking statements. For
additional information with respect to certain of these risks or
factors, reference should be made to the continuous disclosure
materials filed from time to time by Fortis with Canadian and
American securities regulatory authorities and by ITC with the
Securities and Exchange Commission. Fortis and ITC each disclaim
any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Additional Information and Where to Find It
Fortis
filed with the United States Securities and Exchange Commission
(the "SEC") a registration statement on Form F-4 including a proxy
statement of ITC and a prospectus of Fortis, and other documents in
connection with the acquisition by Fortis of ITC, which was
declared effective by the SEC on May 16,
2016. This communication is not a substitute for the
registration statement, definitive proxy statement/prospectus or
any other document that Fortis and/or ITC has filed or may file
with the SEC in connection with the acquisition. INVESTORS AND
SECURITY HOLDERS OF FORTIS AND ITC ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS, AND ANY OTHER FILINGS THAT MAY BE MADE
WITH THE SEC IN CONNECTION WITH THE ACQUISITION WHEN THEY BECOME
AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
ACQUISITION. The registration statement and proxy
statement/prospectus containing the definitive proxy
statement/prospectus and other documents filed by Fortis and/or ITC
with the SEC are available free of charge at the SEC's website at
www.sec.gov, on Fortis' website at www.fortisinc.com or by
contacting Fortis' Investor Relations department. Copies of the
document filed with the SEC by ITC can also be obtained free of
charge from ITC upon written request to ITC at ITC, Investor
Relations, 27175 Energy Way, Novi,
MI 48377. You may also read and copy any reports, statements
and other information filed by Fortis and ITC with the SEC at the
SEC public reference room at 100 F Street N.E., Room 1580,
Washington, D.C. 20549. Please
call the SEC at (800) 732-0330 or visit the SEC's website for
further information on its public reference room. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to appropriate registration or qualification
under the securities laws of such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the U.S. Securities Act of 1933,
as amended, and otherwise in accordance with applicable law.
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SOURCE ITC Holdings Corp.