Emera Inc. (“Emera”) (TSX:EMA) and Emera (Caribbean) Inc. (“ECI”) (BSE:
ECI) today announced that ECI’s shareholders have approved an
amalgamation transaction (the “Amalgamation”) pursuant to which Emera,
through its wholly owned indirect subsidiary, Emera (Barbados) Holdings
No. 2 Inc., will own all of the common shares of ECI (“Common Shares”).
The Amalgamation is expected to be completed on February 25, 2016.
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Pursuant to the Amalgamation, holders of Common Shares (“Common
Shareholders”) will receive redeemable Class A preference shares (the
“Class A Shares”) of the amalgamated company (“New ECI”). The Class A
Shares are expected to be redeemed on or about March 14, 2016. Common
Shareholders elected to receive BB$33.30 in cash per Common Share or
2.100 depositary receipts (“DRs”) representing common shares in Emera or
a combination of cash and DRs.
Holders of 5.5% cumulative preference shares of ECI will receive 5.5%
cumulative preference shares of New ECI which have identical terms as
the existing preference shares.
An application will be made to delist the Common Shares from the
Barbados Stock Exchange (the “BSE”). The New ECI preference shares will
continue to trade on the BSE.
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 $12 billion in assets and 2015 revenues of $2.79 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’s
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 instalment receipts are listed and trade
under the symbol EMA.IR. Depositary receipts representing common shares
of Emera are listed on the Barbados Stock Exchange under the symbol
EMABDR. Additional Information can be accessed at www.emera.com
or at www.sedar.com.
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