Shareholders of UNS Energy Corporation (NYSE:UNS) voted overwhelmingly
today to approve the proposed acquisition of the company by a subsidiary
of Fortis Inc. (TSX:FTS).
The votes were tabulated at today’s special meeting for shareholders at
UNS Energy’s Corporate Headquarters in Tucson. Approximately 97 percent
of the ballots cast supported the company’s acquisition by Fortis, the
largest investor-owned gas and electric distribution utility company in
Canada.
“Today’s vote is a positive step toward a new partnership that will
provide benefits for shareholders, customers, employees and the
communities we serve. Joining Fortis will provide additional financial
strength to help us maintain safe, reliable service throughout Arizona,”
said Board Chair and CEO Paul J. Bonavia.
The merger agreement provides that Fortis will acquire all of the
outstanding common stock of UNS Energy for $60.25 per share in cash. The
$4.3 billion transaction, which includes the assumption of approximately
$1.8 billion in debt, would provide additional capital and new resources
for UNS Energy’s subsidiaries, including Tucson Electric Power (TEP) and
UniSource Energy Services (UES). Both companies will remain
headquartered in Tucson under local control with current management and
staffing levels and no planned changes to existing operations or rates.
Joining the Fortis family of companies would improve UNS Energy’s access
to capital to fund the ongoing diversification of its generating fleet
as well as investment in other infrastructure improvements. Upon
closing, Fortis will inject $200 million of equity into UNS Energy.
The merger is subject to the approval of regulators, including the
Arizona Corporation Commission and the Federal Energy Regulatory
Commission; the expiration or termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended; and the satisfaction of customary closing conditions. UNS
Energy anticipates the transaction will be finalized by the end of 2014.
About UNS Energy:
UNS Energy is a Tucson, Arizona-based company with consolidated assets
of approximately $4 billion. TEP serves approximately 413,000 customers
in southern Arizona. UES provides natural gas and electric service for
approximately 243,000 customers in northern and southern Arizona. UNS
Energy shares are listed on the New York Stock Exchange and trade under
the symbol UNS. To learn more, visit www.uns.com.
Additional details about the proposed transaction are available online
at www.uns.com/acquisition/.
About Fortis:
Fortis is the largest investor-owned gas and electric distribution
utility in Canada with total assets of approximately $18 billion and
fiscal 2013 revenue exceeding $4 billion. Its regulated utilities
account for 90% of total assets and serve more than 2.4 million
customers across Canada and in New York State and the Caribbean. Fortis
owns non-regulated hydroelectric generation assets in Canada, Belize and
Upstate New York. The Corporation's non-utility investment is comprised
of hotels and commercial real estate in Canada.
Fortis shares are listed on the Toronto Stock Exchange and trade under
the symbol FTS. Additional information can be accessed at www.fortisinc.com
or www.sedar.com.
Forward-Looking Statements
Statements included in this news release and any documents incorporated
by reference which are not historical in nature are intended to be, and
are hereby identified as, “forward-looking statements” for purposes of
the safe harbor provided by Section 21E of the Exchange Act.
Forward-looking statements may be identified by words including
“anticipates,” “intends,” “estimates,” “believes,” “projects,”
“expects,” “plans,” “assumes,” “seeks,” and similar expressions.
Forward-looking statements including, without limitation, those relating
to UNS Energy’s and its subsidiaries’ future business prospects,
revenues, proceeds, working capital, investment valuations, liquidity,
income, and margins, as well as the timing and consequences of the
Fortis acquisition, are subject to certain risks and uncertainties that
could cause actual results to differ materially from those indicated in
the forward-looking statements, due to several important factors,
including those identified from time-to-time in the forward-looking
statements. Those factors include, but are not limited to: the
possibility that various conditions precedent to the consummation of the
Fortis transaction will not be satisfied or waived; the ability to
obtain regulatory approvals of the Fortis transaction on the timing and
terms thereof; state and federal regulatory and legislative decisions
and actions; regional economic and market conditions which could affect
customer growth and energy usage; weather variations affecting energy
usage; the cost of debt and equity capital and access to capital
markets; the performance of the stock market and changing interest rate
environment, which affect the value of our pension and other retiree
benefit plan assets and the related contribution requirements and
expense; unexpected increases in O&M expense; resolution of pending
litigation matters; changes in accounting standards; changes in critical
accounting estimates; the ongoing restructuring of the electric
industry; changes to long-term contracts; the cost of fuel and power
supplies; cyber attacks or challenges to our information security; and
the performance of TEP's generating plants; and certain presently
unknown or unforeseen factors, including, but not limited to, acts of
terrorism. UNS Energy and its subsidiaries undertake no obligation to
update publicly any forward-looking statements, whether as a result of
new information, future events, or otherwise. Given these uncertainties,
undue reliance should not be placed on the forward-looking statements.
Copyright Business Wire 2014