Item 8.01 Other Events
As previously announced, on January 12, 2021,
Corning Natural Gas Holding Corporation, a New York corporation (the “Company”) entered into an Agreement
and Plan of Merger (the “Merger Agreement”), by and among the Company, ACP Crotona Corp., a Delaware
corporation (“Parent”) and ACP Crotona Merger Sub Corp., a New York corporation (“Merger
Sub”), pursuant to which Merger Sub will merge with and into the Company (the “Merger”).
The Merger Agreement provided for a 45-day
go-shop period which expired on February 26, 2021. During that time the Company’s Board of Directors, together with the Company’s
financial and legal advisors, were able to actively solicit, receive, evaluate and potentially enter into negotiations with parties
that offer alternative proposals to acquire the Company. Specifically, Janney Montgomery Scott LLC (“Janney”),
financial advisor to the Company’s Board of Directors, contacted over 60 potential strategic and financial acquirers that
Corning and Janney believed might be interested in a possible alternative transaction to the Merger. However, Corning did not receive
any superior proposals to the Merger during that go-shop period.
Pursuant to the Merger Agreement, and as of
February 26, 2021 (the expiration of the go-shop period), the Company will cease soliciting acquisition proposals and refrain from
providing third parties with non-public information and engaging in discussions or negotiations with third parties regarding acquisition
proposals. Notwithstanding the foregoing, under certain circumstances and in compliance with certain obligations, the Company may
provide non-public information and engage in discussions and negotiations with respect to unsolicited acquisition proposals that
constitute or are reasonably expected to lead to superior proposals.
The foregoing description of the go-shop period
is not complete and is qualified in its entirety by reference to the Merger Agreement, which is attached to the Company’s
Current Report on Form 8-K dated January 12, 2021 as Exhibit 10.1 and is incorporated herein by reference.
Additional Information and Where to
find It:
This communication
may be deemed to be solicitation material in respect of the merger of the Company and a subsidiary of Parent. In connection with
the Merger, the Company intends to file relevant materials with the U.S. Securities and Exchange Commission (the
“SEC”), including a proxy statement in preliminary and definitive form that will contain important information
about the proposed transaction and related matters, and deliver a copy of the proxy statement to its shareholders. Investors are
urged to read the definitive proxy statement and other relevant documents carefully and in their entirety when they become available
because they will contain important information about the merger and related matters. Investors may obtain a free copy of
these materials when they are available and other documents filed by the Company with the SEC at the SEC’s website
at www.sec.gov, at the Company’s website at https://www.corninggas.com/ or by writing to the Company’s
Corporate Secretary at Corning Natural Gas Holding Corporation., 330 W. William St., Corning, NY 14830, or by calling the
Company’s Corporate Secretary at (607) 936-3755.
Security holders also
may read and copy any reports, statements and other information filed by the Company with the SEC at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330
or visit the SEC’s website for further information on its public reference room.
Participants in
The Solicitation
The Company and its
directors, executive officers and other persons may be deemed to be participants in the solicitation of proxies in respect of the
transaction. Information regarding the Company’s directors and executive officers is available in the Company’s proxy
statement filed with the SEC on March 12, 2020 in connection with its 2020 annual meeting of shareholders. Other information regarding
persons who may be deemed 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 and other relevant materials to be filed with the SEC when they
become available.