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.