Emera Inc. (“Emera”) (TSX: EMA) and Emera (Caribbean) Inc. (“ECI”) (BSE:
ECI) today announced that Emera (Barbados) Holdings No. 2 Inc. (the
“Offeror”), a wholly-owned subsidiary of Emera, will take up and pay for
all of the common shares of ECI (the “ECI Shares”) validly deposited and
not validly withdrawn from its offer to purchase all of the ECI Shares
not already owned by the Offeror (the “Offer”).
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The Offeror has waived the condition that at least 90% of the ECI Shares
other than those not already owned by the Offeror be validly deposited
pursuant to the Offer.
Under the terms of the Offer, ECI shareholders could elect to receive
BB$33.30 in cash per common share (“Cash Offer”) or 2.100 depositary
receipts (“DRs”) representing common shares in Emera (“DR Offer”) or a
combination of the Cash Offer and the DR Offer. Each Emera DR will
initially represent one quarter of an Emera common share. The DRs are
approved to be listed on the Barbados Stock Exchange (“BSE”) and are
expected to commence trading this month. The Offer represents a 30%
premium to the price that the ECI shares last traded on the BSE.
Based on information provided by the depository for the Offer, and
subject to verification by the BSE, as of 3:00 p.m. Barbados time on
December 15, 2015, approximately 2,571,151 ECI Shares had been validly
tendered and not validly withdrawn from the Offer (the “Tendered
Shares”), representing approximately 77.87% of the ECI Shares not
already owned by the Offeror. Following its acquisition of the Tendered
Shares, the Offeror will own approximately 95.72% of the issued and
outstanding ECI Shares. 92% of the Tendered Shares elected the DR Offer
and 8%, the Cash Offer. The total consideration for the Tendered Shares
is approximately BB$85.6 million. The Offeror intends to take-up and pay
for the Tendered Shares as soon as practicable, which it currently
expects to commence on or before December 18, 2015.
ECI is the holding company for several of Emera’s investments in the
Caribbean region, including its investments in The Barbados Light &
Power Company Ltd., Dominica Electricity Services Ltd., and St. Lucia
Electricity Services Ltd.
Forward Looking Information
This news release contains forward looking information within the
meaning of applicable securities laws. Actual future results may differ
materially. Forward-looking statements include, but are not limited to,
statements with respect to the market for and listing of the DRs and the
value of the common shares of Emera underlying the DRs. These factors
should be considered carefully and undue reliance should not be placed
on the forward-looking statements. By its nature, forward-looking
information requires Emera to make assumptions and is subject to
inherent risks and uncertainties. These statements reflect Emera
management’s current beliefs and are based on information currently
available to Emera management. There is risk that predictions,
forecasts, conclusions and projections that constitute forward-looking
information will not prove to be accurate, that Emera’s assumptions may
not be correct and that actual results may differ materially from such
forward-looking information. Additional detailed information about these
assumptions, risks and uncertainties is included in Emera’s securities
regulatory filings, including under the heading “Business Risks and Risk
Management” in Emera’s annual Management Discussion and Analysis, and
under the heading “Principal Risks and Uncertainties” in the notes to
Emera’s annual and interim financial statements, which can be found on
SEDAR at www.sedar.com.
Except as required by law, Emera disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise.
About Emera Inc.
Emera Inc. is geographically diverse energy and services company
headquartered in Halifax, Nova Scotia with approximately $11 billion in
assets and 2014 revenues of $2.97 billion. The company invests in
electricity generation, transmission and distribution, as well as gas
transmission and utility energy services. Emera's strategy is focused on
the transformation of the electricity industry to cleaner generation and
the delivery of that clean energy to market. Emera has investments
throughout northeastern North America, and in four Caribbean countries.
Emera continues to target having 75-85% of its adjusted earnings come
from rate-regulated businesses. Emera common and preferred shares are
listed on the Toronto Stock Exchange and trade respectively under the
symbol EMA, EMA.PR.A, EMA.PR.B, EMA.PR.C, EMA.PR.E, and EMA.PR.F and the
instalment receipts are listed and trade under the symbol EMA.IR.
Additional Information can be accessed at www.emera.com
or at www.sedar.com.
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