RICHMOND, Va. and CAYCE, S.C., March 21,
2018 /PRNewswire/ -- The Georgia Public Service
Commission has unanimously approved the merger of Dominion Energy,
Inc. (NYSE: D), and SCANA Corporation (NYSE: SCG). In doing so, the
Georgia PSC became the first state regulatory agency to act on the
proposed combination.
"We greatly appreciate the prompt action by Chairman McDonald
and the other commissioners in moving forward with our proposal,"
said Thomas F. Farrell, II, Dominion
Energy chairman, president and chief executive officer. "This is an
important step in bringing a brighter energy future to customers,
communities and others served by the SCANA companies. We look
forward to receiving the additional required regulatory approvals
and completing our transaction by the end of this year."
The Federal Trade Commission previously granted early
termination of the 30-day waiting period under the federal
Hart-Scott-Rodino Antitrust Improvements Act. The merger is also
contingent upon approval of SCANA's shareholders; review and
approval from the public service commissions of South Carolina and North Carolina; and authorization of the
Nuclear Regulatory Commission and Federal Energy Regulatory
Commission.
Under a merger agreement announced in January, the combined
company would deliver energy to approximately 6.5 million regulated
customer accounts and have an electric generating portfolio of
about 31,400 megawatts and 93,600 miles of electric transmission
and distribution lines. It also would have a natural gas pipeline
network totaling 106,400 miles and operate one of the nation's
largest natural gas storage systems with 1 trillion cubic feet of
capacity.
About Dominion Energy
Dominion Energy is one of the
nation's largest producers and transporters of energy, with a
portfolio of approximately 26,000 megawatts of electric generation,
14,800 miles of natural gas transmission, gathering and storage
pipeline, and 6,600 miles of electric transmission lines. Dominion
Energy operates one of the nation's largest natural gas storage
systems with approximately 1 trillion cubic feet of storage
capacity and serves nearly 6 million utility and retail energy
customers. For more information about Dominion Energy, visit the
company's website at www.dominionenergy.com.
About SCANA
SCANA Corporation, headquartered in
Cayce, S.C., is an energy-based
holding company principally engaged, through subsidiaries, in
electric and natural gas utility operations and other
energy-related businesses. Information about SCANA and its
businesses is available on the company's website at
www.scana.com.
Forward-looking statements
This release contains
statements that constitute forward-looking statements within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995. The statements relate to, among other things,
expectations, estimates and projections. We have used the words
"anticipate," "believe," "could," "estimate," "expect," "intend,"
"may," "plan," "outlook," "predict," "project," "should,"
"strategy," "target," "will," "would," "potential" and similar
terms and phrases to identify forward-looking statements in this
release. Factors that could cause actual results to differ include,
but are not limited to: the expected timing and likelihood of
completion of the proposed acquisition of SCANA, including the
ability to obtain the requisite approval of SCANA's shareholders;
the risk that Dominion Energy or SCANA may be unable to obtain
necessary regulatory approvals for the transaction or required
regulatory approvals may delay the transaction or cause the parties
to abandon the transaction; the risk that conditions to the closing
of the transaction may not be satisfied; or the risk that an
unsolicited offer for the assets or capital stock of SCANA may
interfere with the transaction. Other risk factors for Dominion
Energy's and SCANA's businesses are detailed from time to time in
Dominion Energy's and SCANA's quarterly reports on Form 10-Q or
most recent annual report on Form 10-K filed with the Securities
and Exchange Commission (SEC).
Important additional information
In connection with
the proposed transaction between Dominion Energy, Inc. and SCANA
Corporation, Dominion Energy has filed with the SEC a registration
statement on Form S-4 that includes a combined preliminary proxy
statement of SCANA and preliminary prospectus of Dominion Energy,
as well as other relevant documents concerning the proposed
transaction. The registration statement has not yet become
effective and the proxy statement/prospectus included therein are
in preliminary form. The proposed transaction involving Dominion
Energy and SCANA will be submitted to SCANA's shareholders for
their consideration. This communication shall not constitute an
offer to sell or the solicitation of an offer to buy any securities
nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction. Shareholders of SCANA are urged to read the
registration statement and the preliminary proxy
statement/prospectus regarding the transaction and any other
relevant documents filed with the SEC, as well as any amendments or
supplements to those documents, because they will contain important
information.
Shareholders are able to obtain a free copy of the preliminary
proxy statement/prospectus, as well as other filings containing
information about Dominion Energy and SCANA, without charge, at the
SEC's website (http://www.sec.gov). Copies of the preliminary proxy
statement/prospectus and the filings with the SEC that will be
incorporated by reference in the preliminary proxy
statement/prospectus can also be obtained, without charge, by
directing a request to Dominion Energy, Inc., 120 Tredegar Street,
Richmond, Virginia 23219,
Attention: Corporate
Secretary, Corporate.Secretary@dominionenergy.com or to
SCANA Corporation, 220 Operation Way, Mail Code 0133, Cayce, South Carolina 29033, Attention: Office
of the Corporate Secretary, BoardInformation@scana.com.
Participants in the solicitation
Dominion Energy, SCANA and certain of their respective directors,
executive officers and employees may be deemed to be participants
in the solicitation of proxies in respect of the proposed
transaction. Information regarding Dominion Energy's directors and
executive officers is available in its definitive proxy statement,
which was filed with the SEC on March 20,
2017, Dominion Energy's Annual Report on Form 10-K, which
was filed with the SEC on February 27,
2018, and certain of its Current Reports on
Form 8-K. Information regarding SCANA's directors
and executive officers is available in its definitive proxy
statement, which was filed with the SEC on March 24, 2017, SCANA's Annual Report on Form
10-K, which was filed with the SEC on February 23, 2018, and certain of its Current
Reports on Form 8-K. 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/prospectus and
other relevant materials filed with the SEC. Free copies
of these documents may be obtained as described in the preceding
paragraph.
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SOURCE Dominion Energy