HOUSTON, May 17, 2016 /PRNewswire/ -- Columbia Pipeline
Group, Inc. (NYSE: CPGX) ("CPG") today announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act
of 1976, as amended (the "HSR Act"), applicable to the proposed acquisition of CPG by TransCanada Corporation (TSX: TRP) (NYSE:
TRP) ("TransCanada"), was terminated early by the United States Federal Trade Commission on May 17,
2016.
As previously announced on March 17, 2016, CPG entered into a definitive agreement to be
acquired by TransCanada for $25.50 in cash per share of CPG common stock. Termination of the
HSR Act waiting period is one of the specified conditions to which closing of the proposed acquisition is subject.
Assuming the required approval of CPG stockholders is obtained at the meeting scheduled for June 22, 2016, CPG and
TransCanada expect that the closing of the transaction will be effective by July 1, 2016.
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 has filed a definitive proxy statement with the SEC on May 17, 2016, 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 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 definitive 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, is contained in the definitive proxy
statement filed with the SEC by CPG on May 17, 2016 in connection with the proposed merger.
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SOURCE Columbia Pipeline Group, Inc.