ATLANTA, Aug. 24, 2015 /PRNewswire/ -- Earlier today
Southern Company (NYSE: SO) and AGL Resources (NYSE: GAS) announced
that both companies' boards of directors approved a definitive
merger agreement.
"The cornerstone strengths of these two companies are
commitments to continuous improvement and providing customers with
outstanding service and innovative energy solutions," said Southern
Company Chairman, President and CEO Thomas
A. Fanning. "With technological advances and customer
preferences rapidly changing, the addition of AGL Resources should
better position us to provide customers with clean, safe, reliable
and affordable energy for decades to come."
AGL Resources Chairman and CEO John W.
Somerhalder, II, stated, "We're very excited about the
future possibilities this combination will bring for our customers,
communities and employees. There is a common culture among our
companies, including a shared commitment to world-class customer
service.
"A hallmark of our companies is our commitment to the local
communities we serve — from Naperville,
Ill. to Atlanta to
Miami — and we look forward to the
combined company continuing that tradition."
Today, Southern Company is one of the largest consumers of
natural gas in America. Nearly half of the electricity being
generated for Southern Company's customers is from natural gas.
Southern Company's full portfolio of energy resources also includes
carbon-free nuclear, 21st century coal, one of America's
largest renewable energy portfolios, and energy efficiency.
"Southern Company has been innovating around the full portfolio
for decades," said Fanning. "And with the evolution of changing
regulations and the technology revolution taking place in energy
production, Southern Company and AGL Resources will be
well-positioned to meet a future that needs more natural gas
infrastructure for our customers' benefit."
When there was a need for new generation that runs 24 hours a
day, seven days a week, the Southern Company system took the lead
in developing two of the first new, zero-emission nuclear units in
a generation.
As others discussed removing affordable and abundant coal from
the nation's energy mix, the Southern Company system developed
innovative technology to provide an environmentally responsible way
forward for coal in America.
A natural extension of the company's commitment to finding real
solutions for America's energy future is Southern Company's
acquisition of AGL Resources to help address one of the key
challenges facing natural gas – developing the infrastructure
necessary to send the low-priced commodity to the areas where it is
increasingly needed.
The addition of AGL Resources' network of natural gas assets and
businesses will provide a broader, more robust platform for
long-term success and increase opportunities to invest in future
infrastructure and energy solutions.
For more information about how this agreement creates America's
leading energy company, visit www.doingenergybetter.com.
About Southern Company
With more than 4.5 million customers and approximately 46,000
megawatts of generating capacity, Atlanta-based Southern
Company (NYSE: SO) is the premier energy company serving the
Southeast through its subsidiaries. A leading U.S. producer of
clean, safe, reliable and affordable electricity, Southern Company
owns electric utilities in four states and a growing competitive
generation company, as well as fiber optics and wireless
communications. Southern Company brands are known for excellent
customer service, high reliability and affordable prices that are
below the national average. Through an industry-leading commitment
to innovation, Southern Company and its subsidiaries are inventing
America's energy future by developing the full portfolio of energy
resources, including nuclear, 21st century coal, natural gas,
renewables and energy efficiency, and creating new products and
services for the benefit of customers. Southern Company has
been named by the U.S. Department of Defense and G.I.
Jobs magazine as a top military employer, listed by Black
Enterprise magazine as one of the 40 Best Companies for Diversity
and designated a 2014 Top Employer for Hispanics by Hispanic
Network. The company earned the 2014 National Award of Nuclear
Science and History from the National Atomic Museum Foundation for
its leadership and commitment to nuclear development, and is
continually ranked among the top utilities in Fortune's
annual World's Most Admired Electric and Gas
Utility rankings. Visit
www.southerncompany.com.
About AGL Resources
AGL Resources (NYSE: GAS) is an
Atlanta-based energy services
holding company with operations in natural gas distribution, retail
operations, wholesale services and midstream operations. AGL
Resources serves approximately 4.5 million utility customers
through its regulated distribution subsidiaries in seven states.
The company also serves over one million retail customers through
its SouthStar Energy Services joint venture and Pivotal Home
Solutions, which market natural gas and related home services.
Other non-utility businesses include asset management for natural
gas wholesale customers through Sequent Energy Management and
ownership and operation of natural gas storage facilities. AGL
Resources is a Fortune 500 company and a member of the S&P 500
Index. For more information, visit www.aglresources.com.
Cautionary Statements Regarding Forward-Looking
Information
This release contains forward-looking statements which are made
pursuant to safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements
include statements, among other things, concerning the expected
benefits of the transaction, such as growth potential, market
profile, financial strength, and enhanced earnings per share, the
potential financing of the transaction and the expected timing of
the completion of the transaction. These forward-looking
statements are often characterized by the use of words such as
"expect," "anticipate," "plan," "believe," "may," "should," "will,"
"could," "continue" and the negative or plural of these words and
other comparable terminology. Although Southern Company and AGL
Resources believe that the expectations reflected in such
forward-looking statements are reasonable, such statements involve
risks and uncertainties and undue reliance should not be placed on
such statements. Certain material factors or assumptions are
applied in making forward-looking statements, including, but not
limited to, factors and assumptions regarding the items outlined
above. Actual results may differ materially from those expressed or
implied in such statements. Important factors that could cause
actual results to differ materially from these expectations
include, among other things, the following: the failure to receive,
on a timely basis or otherwise, the required approvals by AGL
Resources shareholders and government or regulatory agencies
(including the terms of such approvals); the possibility that
long-term financing for the transaction may not be put in place
prior to the closing; the risk that a condition to closing of the
merger or the committed financing may not be satisfied; the
possibility that the anticipated benefits from the transaction
cannot be fully realized or may take longer to realize than
expected; the possibility that costs related to the integration of
Southern Company and AGL Resources will be greater than expected;
the credit ratings of the combined company or its subsidiaries may
be different from what the parties expect; the ability to retain
and hire key personnel and maintain relationships with customers,
suppliers or other business partners; the diversion of management
time on transaction-related issues; the impact of legislative,
regulatory and competitive changes; and other risk factors relating
to the energy industry, as detailed from time to time in each of
Southern Company's and AGL Resources' reports filed with the
Securities and Exchange Commission (the "SEC"). There can be no
assurance that the transaction will in fact be consummated.
Additional information about these factors and about the
material factors or assumptions underlying such forward-looking
statements may be found in the body of this release, as well as
under Item 1.A. in each of Southern Company's and AGL Resources'
Annual Reports on Form 10-K for the fiscal year ended December 31, 2014 and Item 1.A in each of
Southern Company's and AGL Resources' most recent Quarterly Reports
on Form 10-Q for the quarter ended June 30,
2015. Southern Company and AGL Resources caution that the
foregoing list of important factors that may affect future results
is not exhaustive. When relying on forward-looking statements to
make decisions with respect to Southern Company and AGL Resources,
investors and others should carefully consider the foregoing
factors and other uncertainties and potential events. All
subsequent written and oral forward-looking statements concerning
the transaction or other matters attributable to Southern Company
or AGL Resources or any other person acting on their behalf are
expressly qualified in their entirety by the cautionary statements
referenced above. The forward-looking statements contained herein
speak only as of the date of this release. Neither Southern Company
nor AGL Resources undertakes any obligation to update or revise any
forward-looking statement, except as may be required by law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the transaction between Southern Company and AGL
Resources. In connection with the transaction, AGL Resources
intends to file relevant materials with the SEC, including a proxy
statement in preliminary and definitive form. INVESTORS OF
AGL RESOURCES ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND
OTHER RELEVANT DOCUMENTS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT AGL RESOURCES AND THE TRANSACTION. Investors may
obtain a free copy of these materials (when they are available) and
other documents filed by AGL Resources with the SEC at the SEC's
website at www.sec.gov, at AGL Resources' website at
www.aglresources.com or by sending a written request to AGL
Resources Inc., P.O. Box 4569, Atlanta,
GA 30302-4569. Security holders may also read and copy any
reports, statements and other information filed by Southern Company
and AGL Resources with the SEC, at the SEC public reference room at
100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit
the SEC's website for further information on its public reference
room.
Participants in the Solicitation
Southern Company, AGL Resources and certain of their respective
directors, executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
transaction. Information regarding Southern Company's directors and
executive officers is available in Southern Company's proxy
statement filed with the SEC on April 10,
2015 in connection with its 2015 annual meeting of
stockholders, and information regarding AGL Resources' directors
and executive officers is available in AGL Resources' proxy
statement filed with the SEC on March 17,
2015 in connection with its 2015 annual meeting of
shareholders. Other information regarding persons who may be deemed
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement and other relevant
materials to be filed with the SEC when they become available.
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SOURCE Southern Company