Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
by the Registrant ☒
by a Party other than the Registrant ☐
the appropriate box:
For Use of the Commission Only (as permitted by Rule
Material Pursuant to §240.14a-12
Corning Natural Gas Holding Corporation
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, If Other Than the
Payment of Filing Fee (Check the appropriate box):
computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
of each class of securities to which transaction
number of securities to which transaction
unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
maximum aggregate value of transaction:
paid previously with preliminary materials:
box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
Schedule or Registration Statement No.:
January 13, 2021, Corning Natural Gas Holding Corporation (the
“Company”) issued the following message to its employees:
330 West William Street P.O. Box 58 Corning, New York
Corning, Pike, and Leatherstocking Employees:
company has exciting news. We have signed a merger agreement with
Argo Infrastructure Partners (AIP), a private investment firm, for
approximately $150 million. This transaction is subject to
shareholder and regulatory approval. Once the transaction is
complete, we will no longer be a publicly traded corporation with
stock or have public reporting requirements. Although other
companies may submit competing offers in the next 45 days, we do
not expect to receive any competing bids.
remains the same?
subsidiaries will continue to operate under each of our utility
names. Management and employees will remain the same, and we will
continue to work together in the same way. The company will
continue to grow and invest in system upgrades. No interruptions in
service or operations are expected.
believes in our mission , vision, strategy, and importantly, our
team, and will be able to provide new access to capital in order to
grow our utilities in both New York and Pennsylvania.
Information for Shareholders:
you own shares in our company, you will receive a proxy statement
and proxy card to vote on this proposal at the annual meeting in
April. If the merger is approved by shareholders, you will receive
$24.75 for every common share you own. Dividends will continue to
be paid until the transaction is finalized, and a prorated dividend
will be paid for any partial period prior to closing.
merger is subject to NYPSC and PAPUC approval and is not expected
to close until the latter part of 2021 or early 2022.
is an independent infrastructure investment firm with a focus on
utilities and other long duration infrastructure assets. Argo
currently manages in excess of $3.7 billion in equity capital
deployed in 11 infrastructure assets and businesses in North
America. See www.argoip.com for more information.
Richard Klapow, Managing Director for Argo stated, “Argo has a
substantial track record as a long-term investor in the energy and
utilities sector and is excited about the opportunity to invest in
Corning. We were attracted to Corning’s high quality asset base,
leadership, and customer commitment. Our team’s decades of
experience managing gas and electric utility investments, combined
with our access to long-term capital, places us in an ideal
position to support Corning’s ongoing infrastructure investment
program and management’s efforts in achieving its customer service
goals. We look forward to working with management and other
stakeholders to ensure Corning’s continued success.”
German stated, “We have gained a new partner that shares our vision
and goals for growth and that believes in our management team.
Despite my advanced age, I expect to continue in my current
position after the merger closes, so don’t plan a retirement
will be setting up a Ring Central virtual meeting to answer any of
your questions. Watch your email for the date and time.
on behalf of the entire management team
Additional Information and Where to Find It
communication may be deemed to be solicitation material in respect
of the merger of the Company and a subsidiary of ACP Crotona Corp.
In connection with the merger, the Company intends to file relevant
materials with the SEC, including a proxy statement in preliminary
and definitive form that will contain important information about
the proposed transaction and related matters, and deliver a copy of
the proxy statement to its shareholders. Investors 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 the merger and
related matters. Investors may obtain a free copy of these
materials when they are available and other documents filed by the
Company with the SEC at the SEC’s website at www.sec.gov, at the
Company’s website at https://www.corninggas.com/ or by writing to
the Company’s Corporate Secretary at Corning Natural Gas Holding
Corporation., 330 W. William St., Corning, NY 14830, or by calling
the Company’s Corporate Secretary at 607-936-3755.
Security holders also may read and copy any reports, statements and
other information filed by the Company 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
Company and its directors, executive officers and other persons may
be deemed to be participants in the solicitation of proxies in
respect of the transaction. Information regarding the Company’s
directors and executive officers is available in the Company’s
proxy statement filed with the SEC on March 12, 2020 in connection
with its 2020 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.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
Natural Gas Holding Corporation
/s/ Charles A. Lenns
Dated: January 13, 2021
Corning Natural Gas (QX) (USOTC:CNIG)
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