HOUSTON, April 20, 2016 /PRNewswire/ -- Columbia
Pipeline Group, Inc. (NYSE: CPGX) ("CPG") today announced it has
set a date for a special meeting of its stockholders to consider
and vote on a proposal to adopt the previously announced merger
agreement, dated as of March 17,
2016, which provides for the acquisition of CPG by
TransCanada Corporation (TSX: TRP) (NYSE: TRP), as well as certain
other related matters. The special meeting will be held on
June 22, 2016 at 9 a.m., local time, at The St. Regis Houston
Hotel, 1919 Briar Oaks Lane, Houston,
TX 77027.
CPG stockholders of record as of the close of business on
May 18, 2016 are entitled to notice
of, and to vote at, the special meeting.
CPG expects to commence a mailing of the definitive proxy
statement in connection with the special meeting to its
stockholders on or around May 18,
2016. The proxy statement will provide information for CPG
stockholders, as well as instructions for the stockholders on how
to vote their shares of CPG common stock.
The proposed acquisition is subject to approval by CPG's
stockholders, regulatory approval and certain other customary
closing conditions.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000
miles of strategically located interstate pipeline, gathering and
processing assets extending from New
York to the Gulf of Mexico,
including an extensive footprint in the Marcellus and Utica shale production areas. CPG also
operates one of the nation's largest underground natural gas
storage systems. CPG is listed on the NYSE under the ticker
symbol CPGX.
Forward-Looking Statements
Certain statements in this release may constitute
"forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and the Private Securities Litigation Reform Act of 1995
concerning CPG and the proposed merger with TransCanada.
Forward-looking statements are statements other than historical
facts and that frequently use words such as "anticipate,"
"believe," "continue," "could," "estimate," "expect," "forecast,"
"intend," "may," "plan," "position," "should," "strategy,"
"target," "will" and similar words. All such forward-looking
statements speak only as of the date of this release. Although CPG
believes that the plans, intentions and expectations reflected in
or suggested by the forward-looking statements are reasonable,
there is no assurance that these plans, intentions or expectations
will be achieved and such statements are subject to various risks
and uncertainties. Therefore, actual outcomes and results could
materially differ from what is expressed, implied or forecasted in
such statements and readers are cautioned not to place undue
reliance on such statements. CPG's business may be influenced by
many factors that are difficult to predict, involve uncertainties
that may materially affect actual results and are often beyond
CPG's control. These factors include, but are not limited to, the
occurrence of any event, change or other circumstance that could
give rise to termination of the merger agreement with TransCanada;
the inability to complete the proposed merger due to the failure to
obtain stockholder approval for the proposed merger or the failure
to satisfy other conditions to completion of the proposed merger,
including that a governmental entity may prohibit, delay or refuse
to grant approval for the consummation of the merger; risks related
to disruption of management's attention from CPG's ongoing business
operations due to the pending merger; the impact of the
announcement of the proposed merger on relationships with third
parties, including commercial counterparties, employees and
competitors, and risks associated with the loss and ongoing
replacement of key personnel; risks relating to unanticipated costs
of integration in connection with the proposed merger, including
operating costs, customer loss or business disruption being greater
than expected; changes in general economic conditions; competitive
conditions in our industry; actions taken by third-party operators,
processors and transporters; the demand for natural gas storage and
transportation services; our ability to successfully implement our
business plan; our ability to complete internal growth projects on
time and on budget; the price and availability of debt and equity
financing; the availability and price of natural gas to the
consumer compared with the price of alternative and competing
fuels; competition from the same and alternative energy sources;
energy efficiency and technology trends; operating hazards and
other risks incidental to transporting, storing and gathering
natural gas; natural disasters, weather-related delays, casualty
losses, acts of war and terrorism and other matters beyond our
control; interest rates; labor relations; large customer defaults;
changes in the availability and cost of capital; changes in tax
status; the effects of existing and future laws and governmental
regulations; and the effects of future litigation, including
litigation relating to the proposed merger with TransCanada. We
caution that the foregoing list of factors is not exhaustive.
Additional information about these and other factors can be found
in CPG's Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission (the "SEC") for the fiscal year
ended December 31, 2015, as amended, and CPG's other filings
with the SEC, which are available at http://www.sec.gov. All
forward-looking statements included in this press release are
expressly qualified in their entirety by such cautionary
statements. CPG expressly disclaims any obligation to update, amend
or clarify any forward-looking statement to reflect events, new
information or circumstances occurring after the date of this
release except as required by applicable law.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed acquisition of CPG by TransCanada. In
connection with the proposed merger transaction, CPG filed a
preliminary proxy statement with the SEC on April 8, 2016, and intends to file other relevant
documents with the SEC, including a proxy statement in definitive
form (which CPG expects to commence disseminating to stockholders
on or about May 18, 2016). Before
making any voting decision, CPG's stockholders are urged to read
the DEFINITIVE proxy statement and any other documents to be filed
with the SEC in connection with the proposed merger or incorporated
by reference in the proxy statement WHEN THEY BECOME AVAILABLE
because they will contain important information about the proposed
merger.
Investors and security holders will be able to obtain, free of
charge, a copy of the definitive proxy statement (when available)
and other relevant documents filed with the SEC from the SEC's
website at http://www.sec.gov. In addition, the proxy statement and
CPG's annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and amendments to
those reports filed or furnished pursuant to section 13(a) or
15(d) of the Exchange Act will be available free of charge
through CPG's website at https://www.cpg.com/ as soon as reasonably
practicable after they are electronically filed with, or furnished
to, the SEC.
Participants in Solicitation
CPG and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the holders of CPG
common stock in respect of the proposed merger. Information about
the directors and executive officers of CPG can be found in CPG's
Annual Report on Form 10-K for the fiscal year ended
December 31, 2015, filed with the SEC on February 18, 2016, as amended by Amendment No. 1
thereto on Form 10-K/A, filed with the SEC on April 7,
2016. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect
interests in the merger, which may be different than those of CPG's
stockholders generally, will be contained in the proxy statement
other relevant materials that will be filed with the SEC in
connection with the proposed merger when they become available.
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SOURCE Columbia Pipeline Group, Inc.