RICHMOND, Va. and CAYCE, S.C., Feb. 1,
2018 /PRNewswire/ -- Dominion Energy, Inc. (NYSE: D), and
SCANA Corporation (NYSE: SCG) announced today that their proposed
combination has cleared a key condition needed for completion.
The Federal Trade Commission has granted early termination of
the 30-day waiting period under the federal Hart-Scott-Rodino
Antitrust Improvements Act with regard to the combination.
Expiration or termination of the waiting period is one of the
conditions required for completion of the transaction.
The merger is also contingent upon approval of SCANA's
shareholders; review and approval from the public service
commissions of South Carolina,
North Carolina, and Georgia; and authorization of the Nuclear
Regulatory Commission and Federal Energy Regulatory
Commission.
The companies expect the transaction to close in 2018.
About Dominion Energy
Dominion Energy is one of the
nation's largest producers and transporters of energy, with a
portfolio of approximately 25,900 megawatts of electric generation,
14,800 miles of natural gas transmission, gathering and storage
pipeline, and 6,600 miles of electric transmission lines. Dominion
Energy operates one of the nation's largest natural gas storage
systems with 1 trillion cubic feet of storage capacity and serves
nearly 6 million utility and retail energy customers. For more
information about Dominion Energy, visit the company's website at
www.dominionenergy.com.
About SCANA
SCANA Corporation, headquartered in
Cayce, S.C., is an energy-based
holding company principally engaged, through subsidiaries, in
electric and natural gas utility operations and other
energy-related businesses. Information about SCANA and its
businesses is available on the company's website at
www.scana.com.
Forward-looking statements
This release contains
statements that constitute forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995. The statements relate to, among other things,
expectations, estimates and projections. We have used the words
"anticipate," "believe," "could," "estimate," "expect," "intend,"
"may," "plan," "outlook," "predict," "project," "should,"
"strategy," "target," "will," "would," "potential" and similar
terms and phrases to identify forward-looking statements in this
release. Factors that could cause actual results to differ include,
but are not limited to: the expected timing and likelihood of
completion of the proposed acquisition of SCANA, including the
ability to obtain the requisite approval of SCANA's shareholders;
the risk that Dominion Energy or SCANA may be unable to obtain
necessary regulatory approvals for the transaction or required
regulatory approvals may delay the transaction or cause the parties
to abandon the transaction; the risk that conditions to the closing
of the transaction may not be satisfied; or the risk that an
unsolicited offer for the assets or capital stock of SCANA may
interfere with the transaction. Other risk factors for Dominion
Energy's and SCANA's businesses are detailed from time to time in
Dominion Energy's and SCANA's quarterly reports on Form 10-Q or
most recent annual report on Form 10-K filed with the Securities
and Exchange Commission (SEC).
Important additional information
In connection with
the proposed transaction between Dominion Energy, Inc., and SCANA
Corporation, Dominion Energy will file with the SEC a Registration
Statement on Form S-4 that will include a combined Proxy
Statement of SCANA and Prospectus of Dominion Energy, as well as
other relevant documents concerning the proposed transaction. The
proposed transaction involving Dominion Energy and SCANA will be
submitted to SCANA's shareholders for their consideration. This
communication shall not constitute an offer to sell or the
solicitation of an offer to buy any securities 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 such jurisdiction.
Shareholders of SCANA are urged to read the registration
statement and the proxy statement/prospectus regarding the
transaction when they become available and any other relevant
documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information.
Shareholders will be able to obtain a free copy of the
definitive proxy statement/prospectus, as well as other filings
containing information about Dominion Energy and SCANA, without
charge, at the SEC's website (http://www.sec.gov). Copies of the
proxy statement/prospectus and the filings with the SEC that will
be incorporated by reference in the proxy statement/prospectus can
also be obtained, without charge, by directing a request to
Dominion Energy, Inc., 120 Tredegar Street, Richmond, Virginia 23219, Attention: Corporate
Secretary, Corporate.Secretary@dominionenergy.com, or to SCANA
Corporation, 220 Operation Way, Mail Code D133, Cayce, South Carolina 29033, Attention: Office
of the Corporate Secretary, BoardInformation@scana.com.
Participants in the solicitation
Dominion Energy, SCANA and certain of their respective directors,
executive officers and employees may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction. Information regarding Dominion Energy's directors and
executive officers is available in its definitive proxy statement,
which was filed with the SEC on March 20,
2017, Dominion Energy's Annual Report on Form 10-K, which
was filed with the SEC on February 28,
2017 and certain of its Current Reports on
Form 8-K. Information regarding SCANA's directors
and executive officers is available in its definitive proxy
statement, which was filed with the SEC on March 24, 2017, SCANA's Annual Report on Form
10-K, which was filed with the SEC on February 24, 2017 and certain of its Current
Reports on Form 8-K. Other information regarding
the 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/prospectus and
other relevant materials filed with the SEC. Free copies
of these documents may be obtained as described in the preceding
paragraph.
View original
content:http://www.prnewswire.com/news-releases/federal-trade-commission-grants-early-termination-of-antitrust-waiting-period-for-proposed-dominion-energy-scana-combination-300592376.html
SOURCE Dominion Energy