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 announced
that their respective shareholders approved all proposals necessary
for Great Plains Energy’s acquisition of Westar Energy at each
company’s respective shareholder meeting.
“We are pleased that our shareholders have overwhelmingly
demonstrated their support for this transaction, and I thank Great
Plains Energy and Westar shareholders and employees for their
support throughout this process,” said Terry Bassham, chairman and
chief executive officer of Great Plains Energy and KCP&L. “This
is a great transaction for all Great Plains Energy and Westar
stakeholders. Together, we will create a stronger combined company
that will be better positioned to serve customers, generate
hundreds of millions of dollars in operational savings for years to
come, meet the region’s energy needs and achieve improved and more
stable, long-term financial returns.”
“Our shareholders’ support for the transaction clearly
demonstrates the value of combining Westar and Great Plains
Energy,” said Mark Ruelle, president and chief executive officer of
Westar. “Together, we will be stronger both financially and
operationally, which will benefit customers, shareholders and the
communities in which we operate. We continue to make progress
toward completing the transaction in the spring of 2017.”
Today’s announcement comes on the heels of the recent
endorsements of the transaction by the Kansas City Area Development
Council, regional economic development organizations and elected
officials. Endorsements touted the economic benefits, competitive
electric rates and commitment to growth that the combined utility
will bring to the region.
“The combined generation portfolio of the new utility will be
more diverse and sustainable,” said Bassham. “Once this transaction
is complete, more than 45 percent of our combined retail customer
demand will be met with emission-free energy and we will have one
of the largest wind generation portfolios in the United States.
This helps us maintain reliable, low cost energy for all of the
residential and business customers we serve.”
Great Plains Energy has an established track record of gaining
approval for utility acquisitions and successfully integrating with
the acquired company. In 2008, Great Plains Energy completed its
acquisition of Aquila, an electric utility serving customers in
adjacent areas of Missouri. That acquisition exceeded expectations
as it delivered and continues to deliver significant savings for
customers.
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
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,
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 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/20160926006171/en/
Great Plains Energy IncorporatedInvestorsCalvin
Girard, 816-654-1777Senior Manager, Investor
Relationscalvin.girard@kcpl.comorMediaKatie 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.comorMediaJana Dawson,
785-575-1975Director, Corporate
CommunicationsJana.Dawson@WestarEnergy.comorWestar Media line:
888-613-0003
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