Transaction on Track to Close in Spring of
2017
Great Plains Energy Incorporated (NYSE: GXP), the parent company
of KCP&L, and Westar Energy, Inc. (NYSE: WR), today each
announced special meetings on Monday, September 26, 2016, for their
respective shareholders to vote on the companies’ proposed
transaction.
- Great Plains Energy’s Special Meeting
of Shareholders will be held on September 26, 2016, at 11:00 a.m.
Eastern Daylight Time (10:00 a.m. Central Daylight Time) at Great
Plains Energy Incorporated, One Kansas City Place, 1200 Main
Street, Kansas City, Missouri, 64105
- Westar Energy’s Special Meeting of
Shareholders will be held on September 26, 2016 at 11:00 a.m.
Eastern Daylight Time (10:00 a.m. Central Daylight Time) at
Heritage Hall Building, Kansas Expocentre, 17th Street and Western
Avenue, Topeka, Kansas 66612
Great Plains Energy’s common shareholders of record as of the
close of business on August 24, 2016, and Westar Energy’s common
shareholders of record as of the close of business on August 22,
2016, are entitled to vote their shares at the respective meetings
in person or by proxy. Shareholders of both companies will receive
the joint proxy statement/prospectus, which is being mailed to
shareholders this week. The Securities and Exchange Commission
declared effective the Great Plains Energy registration statement
containing the joint proxy statement/prospectus on August 19, 2016.
The document provides information for shareholders of both
companies, as well as instructions for voting online, by mail, by
telephone or in person.
Both the Great Plains Energy and Westar Energy Boards of
Directors unanimously recommend that the companies’ respective
shareholders vote “FOR” each of the applicable proposals relating
to the acquisition. The combination of Great Plains Energy and
Westar Energy will create a leading Midwest energy utility well
positioned to:
- Pursue increased attractive investment
opportunities for the benefit of customers and shareholders;
- Realize significant operating and cost
efficiencies as a result of a strong geographic fit and
complementary customer mix;
- Deliver long-term shareholder value
through an enhanced operating platform;
- Accelerate earnings per share growth
with more predictability, while keeping customer rates low;
- Deliver top-quartile total shareholder
returns; and
- Maintain strong investment grade
ratings with a solid free cash flow profile.
The acquisition, which was announced on May 31, 2016, remains on
track to be completed in the spring of 2017, subject to
satisfaction of customary closing conditions, including receipt of
shareholder and regulatory approvals.
For more information please visit
www.kcpl.com/westaracquisition.
About Great Plains Energy
Headquartered in Kansas City, Mo., Great Plains Energy
Incorporated (NYSE: GXP) is the holding company of Kansas City
Power & Light Company and KCP&L Greater Missouri Operations
Company, two of the leading regulated providers of electricity in
the Midwest. Kansas City Power & Light Company and KCP&L
Greater Missouri Operations Company use KCP&L as a brand name.
More information about the companies is available on the internet
at www.greatplainsenergy.com or www.kcpl.com.
About Westar Energy
Westar Energy, Inc. (NYSE: WR) is Kansas’ largest electric
utility. For more than a century, Westar has provided Kansans the
safe, reliable electricity needed to power their homes, businesses
and communities. Every day, Westar professionals generate and
deliver electricity, protect the environment and provide excellent
service to nearly 700,000 customers. Westar’s 2,400 employees live,
volunteer and work in the communities they serve. The company has
7,200 MW of electric generation capacity fueled by wind, coal,
uranium, natural gas and landfill gas. Westar also is a leader in
electric transmission in Kansas. For more information about Westar
Energy, visit us at www.WestarEnergy.com.
Forward-Looking Statements
Statements made in this release that are not based on historical
facts are forward-looking, may involve risks and uncertainties, and
are intended to be as of the date when made. Forward-looking
statements may include words like “believe,” “anticipate,”
“target,” “expect,” “pro forma,” “estimate,” “intend,” “guidance”
or words of similar meaning. Forward-looking statements include,
but are not limited to, statements relating to Great Plains
Energy’s proposed acquisition of Westar Energy, Inc. (Westar), the
outcome of regulatory proceedings, cost estimates of capital
projects and other matters affecting future operations. In
connection with the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995, Great Plains Energy and
KCP&L are providing a number of important factors that could
cause actual results to differ materially from the provided
forward-looking information. These important factors include:
future economic conditions in regional, national and international
markets and their effects on sales, prices and costs; prices and
availability of electricity in regional and national wholesale
markets; market perception of the energy industry, Great Plains
Energy and KCP&L changes in business strategy, operations or
development plans; the outcome of contract negotiations for goods
and services; effects of current or proposed state and federal
legislative and regulatory actions or developments, including, but
not limited to, deregulation, re-regulation and restructuring of
the electric utility industry; decisions of regulators regarding
rates the Companies can charge for electricity; adverse changes in
applicable laws, regulations, rules, principles or practices
governing tax, accounting and environmental matters including, but
not limited to, air and water quality; financial market conditions
and performance including, but not limited to, changes in interest
rates and credit spreads and in availability and cost of capital
and the effects on derivatives and hedges, nuclear decommissioning
trust and pension plan assets and costs; impairments of long-lived
assets or goodwill; credit ratings; inflation rates; effectiveness
of risk management policies and procedures and the ability of
counterparties to satisfy their contractual commitments; impact of
terrorist acts, including, but not limited to, cyber terrorism;
ability to carry out marketing and sales plans; weather conditions
including, but not limited to, weather-related damage and their
effects on sales, prices and costs; cost, availability, quality and
deliverability of fuel; the inherent uncertainties in estimating
the effects of weather, economic conditions and other factors on
customer consumption and financial results; ability to achieve
generation goals and the occurrence and duration of planned and
unplanned generation outages; delays in the anticipated in-service
dates and cost increases of generation, transmission, distribution
or other projects; Great Plains Energy's ability to successfully
manage transmission joint venture or to integrate the transmission
joint ventures of Westar; the inherent risks associated with the
ownership and operation of a nuclear facility including, but not
limited to, environmental, health, safety, regulatory and financial
risks; workforce risks, including, but not limited to, increased
costs of retirement, health care and other benefits; the ability of
Great Plains Energy to obtain the regulatory and shareholder
approvals necessary to complete the anticipated acquisition of
Westar; the risk that a condition to the closing of the anticipated
acquisition of Westar or the committed debt or equity financing may
not be satisfied or that the anticipated acquisition may fail to
close; the failure to obtain, or to obtain on favorable terms, any
equity, debt or equity-linked financing necessary to complete or
permanently finance the anticipated acquisition of Westar and the
costs of such financing; the outcome of any legal proceedings,
regulatory proceedings or enforcement matters that may be
instituted relating to the anticipated acquisition of Westar; the
costs incurred to consummate the anticipated acquisition of Westar;
the possibility that the expected value creation from the
anticipated acquisition of Westar will not be realized, or will not
be realized within the expected time period; the credit ratings of
Great Plains Energy following the anticipated acquisition of
Westar; disruption from the anticipated acquisition of Westar
making it more difficult to maintain relationships with customers,
employees, regulators or suppliers; the diversion of management
time and attention on the proposed transactions; and other risks
and uncertainties.
With respect to Westar, the factors that could cause actual
results to differ materially from any forward-looking statements
include those discussed in the joint proxy statement/prospectus as
well as (1) those discussed in Westar’s Annual Report on Form 10-K
for the year ended Dec. 31, 2015 (a) under the heading,
“Forward-Looking Statements,” (b) in ITEM 1. Business, (c) in ITEM
1A. Risk Factors, (d) in ITEM 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations, and (e)
in ITEM 8. Financial Statements and Supplementary Data: Notes 13
and 15; (2) those discussed in Westar’s Quarterly Report on Form
10-Q filed Aug. 2, 2016, (a) under the heading "Forward-Looking
Statements." (b) in ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations, (c) in Part I,
Financial Information, ITEM 1. Financial Statements: Notes 3, 11
and 12, and (d) ITEM 1A. Risk Factors; and (3) other factors
discussed in Westar’s filings with the Securities and Exchange
Commission. Any forward-looking statement speaks only as of the
date such statement was made, and Westar does not undertake any
obligation to update any forward-looking statement to reflect
events or circumstances after the date on which such statement was
made.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any proxy, 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 registration or qualification under
the securities laws of any such jurisdiction. In connection with
the proposed transaction, Great Plains Energy has filed with the
SEC a Registration Statement on Form S-4 (Registration No.
333-212513), which was declared effective by the SEC, and a
definitive joint proxy statement of Great Plains Energy and Westar,
which also constitutes a prospectus of Great Plains Energy, each of
which is publicly available, and Great Plains Energy and Westar
have filed and may file other documents regarding the proposed
transaction with the SEC. Great Plains Energy and Westar have
mailed to their respective shareholders the definitive joint proxy
statement/prospectus in connection with the transaction. WE URGE
INVESTORS TO READ THE REGISTRATION STATEMENT AND DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY WHEN
THEY BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT GREAT PLAINS ENERGY, WESTAR AND THE PROPOSED TRANSACTION.
Investors can obtain free copies of the Registration Statement
and joint proxy statement/prospectus and other documents filed by
Great Plains Energy and Westar with the SEC at http://www.sec.gov,
the SEC’s website, or free of charge from Great Plains Energy’s
website (http://www.greatplainsenergy.com) under the tab, “Investor
Relations” and then under the heading “SEC Filings.” These
documents are also available free of charge from Westar’s website
(http://www.westarenergy.com) under the tab “Investors” and then
under the heading “SEC Filings.”
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version on businesswire.com: http://www.businesswire.com/news/home/20160825006314/en/
Great Plains Energy IncorporatedInvestorsCalvin
Girard, 816-654-1777Senior Manager, Investor
Relationscalvin.girard@kcpl.comorInnisfree M&A
IncorporatedArt Crozier / Larry
Miller212-750-5833orMediaKatie McDonald, 816-447-2118Senior
Director, Corporate Communicationskatie.mcdonald@kcpl.comorGreat
Plains Energy Media line: (816) 392-9455orWestar Energy,
Inc.InvestorsCody VandeVelde, 785-575-8227Director,
Investor RelationsCody.VandeVelde@westarenergy.comorD.F. King
& Co., Inc.866-745-0265orMediaJana Dawson,
785-575-1975Director, Corporate
CommunicationsJana.Dawson@WestarEnergy.comorWestar Energy Media
line: (888) 613-0003
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