CVPS announces commencement of stock tender offer
February 14 2006 - 8:52AM
Business Wire
Central Vermont Public Service (NYSE:CV) today announced that it
has commenced its previously announced tender offer for the
company's stock. The tender offer is scheduled to expire at 5 p.m.,
Eastern Standard Time, on Wednesday, March 15, 2006, unless
extended by the company. Under the procedures of the tender offer,
which is structured as a reverse Dutch auction, shareholders may
offer to sell some or all of their stock to the company at a target
price in a range from $20.50 to $22.50 per share. Upon expiration
of the tender offer, the company will select the lowest-bid price
that will allow it to buy up to 2,250,000 shares, which represents
approximately 18.3 percent of the company's outstanding common
stock. All shares accepted in the tender offer will be purchased at
the same price. If the number of shares tendered is greater than
the number sought, purchases will be made on a pro rata basis from
stockholders tendering at or below the selected purchase price. On
Feb. 6, 2006, the closing price of CVPS's common stock on the New
York Stock Exchange was $18.62 per share. Consequently, the tender
offer represents a premium of between 10 percent and 21 percent
over the closing price of CVPS's common stock on the day prior to
announcement of the tender offer. CVPS, founded in 1929, is
Vermont's largest electric utility, serving about 150,000
customers. Tender Offer Details The tender offer is subject to
market, economic, business and other customary conditions affecting
the company, and the other terms and conditions that will be
described in the offering materials. CVPS reserves the right, in
its sole discretion, to increase the number of shares purchased,
subject to compliance with applicable law. All of the shares that
are properly tendered (and not properly withdrawn) at prices at or
below the purchase price determined by CVPS will be purchased at
such purchase price, net to the seller in cash without interest, as
promptly as practical after the expiration of the tender offer,
subject to any withholding under applicable law, possible proration
and provisions relating to conditional tenders. In general,
stockholders that own beneficially or of record fewer than 100
shares in the aggregate may elect not to be subject to proration if
they properly tender all of their shares at or below the purchase
price before the tender offer expires. CVPS will promptly return to
tendering stockholders all shares that have been tendered and not
purchased. CVPS's Board of Directors has authorized this tender
offer as a prudent use of financial resources given CVPS's
business, assets and current stock price and as an efficient means
to provide value to stockholders. The offer represents an
opportunity for CVPS to return cash to stockholders who elect to
tender their shares while at the same time increasing non-tendering
stockholders' proportional interest in CVPS. Neither the company
nor its Board of Directors, the dealer manager, depositary or
information agent is making any recommendation to stockholders as
to whether to tender or refrain from tendering their shares into
the tender offer. Stockholders must decide how many shares they
will tender, if any, and the price within the stated range at which
they will offer their shares for purchase to the company. THIS
PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT AN
OFFER TO BUY OR A SOLICITATION OF AN OFFER TO SELL ANY SHARES OF
ANY CLASS OF THE COMPANY'S COMMON STOCK. THE SOLICITATION OF OFFERS
TO BUY SHARES OF THE COMPANY COMMON STOCK WILL ONLY BE MADE
PURSUANT TO THE OFFER TO PURCHASE AND RELATED MATERIALS THAT THE
COMPANY WILL SEND TO ITS STOCKHOLDERS. STOCKHOLDERS SHOULD READ
THOSE MATERIALS CAREFULLY BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE
TENDER OFFER. STOCKHOLDERS WILL BE ABLE TO OBTAIN THE OFFER TO
PURCHASE AND RELATED MATERIALS FOR FREE AT THE SEC'S WEBSITE AT
WWW.SEC.GOV OR FROM OUR INFORMATION AGENT, MORROW & CO. WE URGE
STOCKHOLDERS TO CAREFULLY READ THOSE MATERIALS WHEN THEY BECOME
AVAILABLE PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO THE TENDER
OFFER. A Reminder about Forward-Looking Statements Statements
contained in this release that are not historical fact are
forward-looking statements intended to qualify for the safe-harbors
from the liability established by the Private Securities Litigation
Reform Act of 1995. Statements made that are not historical facts
are forward-looking and, accordingly, involve estimates,
assumptions, risks and uncertainties that could cause actual
results or outcomes to differ materially from those expressed in
the forward-looking statements. There can be no assurance that such
indicated results will be realized. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date of this press release. CV does not undertake
any obligation to publicly release any revision to these
forward-looking statements to reflect events or circumstances after
the date of this press release.
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