Maine & Maritimes Corporation (NYSE Amex: MAM) and Emera Inc.
announced today that MAM has entered into a merger agreement with
BHE Holdings Inc. of Bangor, ME (BHE), a subsidiary of Emera Inc.
(TSX: EMA). Under the terms of the agreement, all outstanding
shares of MAM common stock will be purchased for US$45.00 per share
in cash, representing over a 40 percent premium based on MAM's
closing share price on Thursday, March 11, 2010, the last trading
day prior to the announcement of the proposed merger and MAM will
become a wholly owned subsidiary of Emera.
The transaction has been approved by the MAM Board of Directors,
and is expected to close later this year, subject to approval by
MAM's shareholders and certain regulatory approvals, including the
Maine Public Utilities Commission and the Federal Energy Regulatory
Commission, as well as other customary closing conditions.
Regulatory approvals are estimated to take 6-8 months. MAM
shareholders will receive proxy materials soliciting their approval
for the transaction.
"We look forward to serving the customers of Northern Maine and
building on the strong community reputation established by Maine
Public Service Company," said Chris Huskilson, President and CEO,
Emera Inc. "Maine plays an important role in the Maritime and New
England energy market. This merger is an important next step in
Emera's strategy of growth and integration within the Northeast
market, by geographically expanding our service territory in Maine
to the New Brunswick market."
According to Brent M. Boyles, President and CEO of Maine &
Maritimes Corporation, "This transaction will be very advantageous
for our shareholders and electricity customers. Becoming part of
Emera strengthens our company financially and enables us to improve
reliability and delivery service by working together with Bangor
Hydro Electric Company to meet the needs of northern and central
Maine customers."
MAM is the parent company of Maine Public Service Company (MPS)
and MAM Utility Services Group (MAM USG). MPS is a regulated
electric transmission and distribution utility serving
approximately 36,000 electricity customer accounts in Northern
Maine. MAM USG is an unregulated corporation that provides
electrical services including transmission line and substation
design and construction.
Upon completion of the merger, MAM common stock will cease to be
publicly traded. There are no immediate plans to reduce staffing
levels as Emera contemplates that both MPS and Bangor Hydro will
continue to operate separately and serve their customers in their
respective service territories. Emera will honor the current
collective bargaining agreements in place with the International
Brotherhood of Electrical Workers, Local 1837. Additionally, Emera
is committed to preserving MPS Company's proud heritage and
century-old reputation as an active community leader in the region.
Following the merger, customers can expect the high level of
service and dependability for which MPS is known to continue.
This acquisition will be Emera's second investment in Maine,
following its acquisition of Bangor Hydro Electric Company in
October 2001. Emera will initially finance the share purchase from
existing credit facilities until long-term financing is arranged.
The transaction is expected to be accretive to Emera within the
first year.
RBC Capital Markets is acting as financial advisor and Weil
Gotshal & Manges LLP as legal counsel to Emera. KeyBanc Capital
Markets is acting as financial advisor and Curtis Thaxter Stevens
Broder & Micoleau LLC as legal counsel to MAM.
About Maine & Maritimes
Corporation:
Maine & Maritimes Corporation (NYSE Amex: MAM) is the parent
company of Maine Public Service Company, a regulated electric
transmission and distribution utility serving approximately 36,000
electricity customer accounts in Northern Maine. MAM is also the
parent company of MAM Utility Services Group, an unregulated
corporation that provides electrical services, including
transmission line and substation design and construction. Corporate
headquarters are located in Presque Isle, Maine, and the corporate
website is www.maineandmaritimes.com.
About Emera:
Emera Inc. (TSX: EMA) is an energy and services company with
$5.3 billion in assets. Electricity is Emera's core business.
Approximately 94% of Emera's revenues are earned by Nova Scotia
Power Inc (NSPI), Bangor Hydro Electric Company (BHE) and the
Brunswick Pipeline. NSPI and BHE are wholly-owned regulated
electric utilities which together serve 603,000 customers. The
Brunswick Pipeline is a 145 km gas pipeline in New Brunswick. Emera
also owns 19% of St. Lucia Electricity Services Limited, which
serves more than 50,000 customers on the Caribbean island of St.
Lucia and 25% of Grand Bahama Power Company which serves 19,000
customers on the Caribbean island of Grand Bahama. In addition to
its electric utility investments, Emera owns Bayside Power, a 260
MW gas-fired power plant in Saint John, New Brunswick; Emera Energy
Services, a physical natural gas and power marketing and asset
management business; a joint venture interest in Bear Swamp, a 600
megawatt pumped storage hydro-electric facility in northern
Massachusetts; a 12.9% interest in the Maritimes & Northeast
Pipeline; and an 8.2% interest in Open Hydro. Visit Emera on the
web at www.emera.com.
Additional Information and Where to Find
It:
This press release may be deemed to be solicitation material
relating to the proposed merger. In connection with the proposed
merger, MAM will prepare a proxy statement to be filed with the
SEC. When completed, a definitive proxy statement and a form of
proxy will be mailed to MAM's stockholders. BEFORE MAKING ANY
VOTING DECISION, MAM'S STOCKHOLDERS ARE URGED TO READ THE PROXY
STATEMENT RELATING TO THE MERGER CAREFULLY AND IN ITS ENTIRETY, AS
IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
MAM's stockholders will be able to obtain, without charge, a copy
of the proxy statement (when available) and other relevant
documents filed with, or furnished to, the SEC (when available)
from the SEC's website at http://www.sec.gov. MAM's stockholders
will also be able to obtain, without charge, a copy of the proxy
statement and other relevant documents (when available) by
directing a request by mail to Virginia R. Joles, Director of
Communications and Economic Development, Maine & Maritimes
Corporation, 209 State Street, P. O. Box 789, Presque Isle, ME
04769-0789, by telephone at 1-877-272-1523, or by going to MAM's
Investor Relations page on its corporate website at
www.maineandmaritimes.com (click on "Investor Relations" and then
on "SEC Filings").
MAM, Bangor Hydro and Emera and their respective directors and
executive officers and certain other members of their respective
management and employees may be deemed to be participants
("potential participants") in the solicitation of proxies from
MAM's stockholders with respect to the proposed merger. Information
about MAM's directors and executive officers and their ownership of
MAM's common stock is set forth in the proxy statement for MAM's
2009 Annual Meeting of Stockholders and its 2009 annual report on
Form 10-K, each of which was filed with the SEC on March 18, 2009.
MAM's stockholders may obtain additional information regarding the
interests of potential participants, which may be different than
those of the Company's stockholders generally, by reading the proxy
statement and other relevant documents regarding the merger, when
filed with, or furnished to, the SEC.
Cautionary Statement Regarding Forward-Looking
Information:
Except for historical information, all other information
provided in this news release consists of "forward-looking
statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. Although Maine & Maritimes Corporation
believes that such statements are based on reasonable assumptions,
any such statements involve uncertainties and risks that may cause
actual results to differ materially from those projected,
anticipated, or implied. MAM cautions that there are certain
factors that can cause actual results to differ materially from
forward-looking information that has been provided, including,
without limitation, the proposed transaction failing to close due
to a condition to closing not having been met or otherwise
potential changes in applicable laws and regulations, potential
changes in Management, its ability to raise necessary operating and
growth capital, increased interest costs, its ability to execute
its business plans in a timely and efficient manner, the loss of
customers and other factors that are more detailed in MAM's filings
with the Securities and Exchange Commission.
This press release contains forward-looking information and
forward-looking statements which reflect the current view of Emera
with respect to the Company's objectives, plans, financial and
operating performance, business prospects and opportunities.
Wherever used, the words "may," "will," "anticipate," "intend,"
"expect," "estimate," "plan," "contemplate" and similar expressions
identify forward-looking statements and forward-looking
information. Forward-looking statements and forward-looking
information should not be read as guarantees of future events,
performance or results, and will not necessarily be accurate
indications of whether, or the times at which, such events,
performance or results will be achieved. Emera disclaims any
intention or obligation to update or revise any forward-looking
information or forward-looking statements, whether as a result of
new information, future events or otherwise, except as required
under applicable securities laws.
MAM-G = General release
For More Information Contact: Emera - Investor Relations:
Jennifer Nicholson, CA Senior Director, Stakeholder Relations (902)
428-6347 Emera - Media Relations: Sasha Irving Director,
Corporation Communications (902) 428-6685 Bangor Hydro Electric
Company - Media Relations: Susan E. Faloon Communications Officer
(207) 973-2812 Maine & Maritimes Corporation - Media Relations:
Virginia R. Joles Director of Communications and Economic
Development Tel: 207.760.2418 www.maineandmaritimes.com
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