CVPS Board Authorizes Discussions With Gaz Metro
June 27 2011 - 6:32PM
Marketwired
Central Vermont Public Service (NYSE: CV) today announced that the
CVPS Board of Directors has authorized discussions with Gaz Métro
Limited Partnership regarding Gaz Metro's unsolicited acquisition
proposal.
On May 30, 2011, CVPS announced that it had entered into a
definitive agreement with Fortis Inc. (TSX: FTS) providing for the
acquisition of all of the outstanding common shares of CVPS by
Fortis for $35.10 per share in cash, including approximately $230
million in debt, for an aggregate purchase price of approximately
$700 million. CVPS continues to be bound by the terms of that
agreement.
On June 23, 2011, Gaz Metro made an unsolicited proposal to
acquire all CVPS outstanding common shares for $35.25 per share in
cash. In reviewing that proposal, the CVPS Board determined, in
good faith and after consultation with its financial advisors and
outside legal counsel, that the Gaz Metro proposal is reasonably
likely to lead to a superior proposal. As provided for under the
merger agreement with Fortis, the CVPS Board has therefore
authorized CVPS and its advisors to furnish information to and
enter into discussions with Gaz Metro and its representatives.
There can be no assurances as to the outcome of any discussions
with Gaz Metro, and CVPS will not provide any further updates on
discussions with either Gaz Metro or Fortis until such time as the
CVPS Board has made a final determination with respect to the Gaz
Metro proposal.
CVPS's financial advisor is Lazard, and its legal advisors are
Loeb & Loeb LLP and Sidley Austin LLP.
Central Vermont Overview CVPS, the largest
electric utility in Vermont, serves nearly 160,000 customers in 163
cities and towns across Vermont. CVPS has about 520 employees. The
company is a three-time winner of the Edison Electric Institute's
national Emergency Recovery Award, and CVPS Cow Power™ won the 2009
U.S. Department of Energy Utility Green Program of the Year Award.
CVPS has been listed by Forbes Magazine as one of the most trusted
companies in America for 60 straight months.
Important Additional Information This communication does not
constitute a solicitation of any vote or approval. This
communication is being made in respect of the proposed merger
transaction involving CVPS. The proposed merger will be submitted
to the stockholders of CVPS for their consideration. In connection
therewith, CVPS will file a preliminary proxy statement and a
definitive proxy statement with the Securities and Exchange
Commission (the "SEC"). CVPS also plans to file other documents
with the SEC regarding the proposed transaction. CVPS URGES
INVESTORS AND SECURITY HOLDERS OF CVPS TO READ THE PROXY STATEMENT
AND ANY OTHER RELEVANT DOCUMENTS THAT WILL BE FILED WITH THE SEC
CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. The definitive proxy statement will be mailed or
delivered to CVPS's stockholders. In addition, stockholders will be
able to obtain the proxy statement and other relevant documents
filed by CVPS with the SEC free of charge at the SEC's website at
www.sec.gov, or at CVPS's website at www.cvps.com by clicking on
the link "SEC Filings."
Participants in the Solicitation CVPS and its directors and
executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of CVPS in connection
with the proposed transaction. Information about CVPS and its
directors and executive officers, and their ownership of CVPS's
securities, is set forth in the proxy statement for the annual
meeting of stockholders of CVPS held on May 3, 2011, which was
filed with the SEC on March 24, 2011. These documents can be
obtained free of charge from the sources indicated above. Other
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the proxy
statement relating to the proposed merger and other relevant
materials to be filed with the SEC when they become available.
Forward-Looking Statements Statements contained in this press
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. Actual results will depend, among other things, upon
the actions of regulators, performance of the Vermont Yankee
nuclear power plant, effects of and changes in weather and economic
conditions, volatility in wholesale electric markets, volatility in
the financial markets, and our ability to maintain our current
credit ratings. These and other risk factors are detailed in CV's
Securities and Exchange Commission filings. CV cannot predict the
outcome of any of these matters; accordingly, 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.
Contact: CVPS: Steve Costello (802) 747-5427 Pager (802)
742-3062
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