Glass, Lewis & Co. and Proxy Governance, Inc. Recommend Florida Public Utilities Company Shareholders Vote "FOR" Proposed Merger
October 09 2009 - 3:46PM
Marketwired
Florida Public Utilities Company (NYSE Amex: FPU) today announced
that Glass, Lewis & Co. and PROXY Governance, Inc., two leading
independent proxy advisory firms, have each recommended that
Florida Public Utilities Company shareholders vote "FOR" the
strategic merger with Chesapeake Utilities Corporation (NYSE: CPK)
at FPU's Special Meeting of Shareholders on October 22, 2009.
"We are pleased that these independent shareholder advisory
firms both found that this transaction is in the best interests of
FPU's shareholders and recommended our shareholders vote for our
strategic merger with Chesapeake," said John T. English, President
and Chief Executive Officer of FPU. "Like these firms, our Board
has also unanimously determined that FPU's merger with Chesapeake
Utilities Corporation enhances short- and long-term shareholder
value and therefore, should be supported."
Glass, Lewis, in its report recommending that FPU shareholders
vote for the merger with Chesapeake Utilities Corporation,
concluded, in part:
"In our opinion, the directors of FPU have a reasonable basis to
recommend that a merger with Chesapeake is the strategic option in
the best interests of shareholders. The premium offered for FPU
shares seems adequate. In addition, since the proposed transaction
is a stock-for-stock deal, shareholder value realized from the
acquisition depends on the future performance of the combined
company. The FPU board believes combining with Chesapeake offers
the best opportunity for the company to meet its objectives and
enhance shareholder value.
"Accordingly, we recommend that shareholders vote FOR this
proposal."
PROXY Governance, in its report recommending that Florida Public
Utilities' shareholders approve of the merger with Chesapeake
Utilities Corporation, concluded, in part, "... we believe the deal
offers reasonable value and an improved long-term outlook for FPU
shareholders, and, in the absence of a more compelling alternative,
warrants shareholder support."
Florida Public Utilities encourages all stockholders to follow
the recommendations of Glass, Lewis and PROXY Governance and vote
their shares promptly by phone, via Internet, or by mailing their
WHITE proxy card; or to contact FPU's proxy solicitors, MacKenzie
Partners, Inc., toll free at 800.322.2885, if they have any
questions or need any assistance in voting their shares.
IMPORTANT INFORMATION:
Additional Information and Where to Find It
In connection with the proposed merger, Chesapeake Utilities
Corporation ("Chesapeake") has filed a registration statement on
Form S-4 (Registration No. 333-160795) with the SEC, containing a
joint proxy statement of Chesapeake and Florida Public Utilities
and a prospectus of Chesapeake, which was declared effective on
September 10, 2009. WE URGE INVESTORS TO READ THE REGISTRATION
STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER
MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION
ABOUT CHESAPEAKE, FLORIDA PUBLIC UTILITIES AND THE PROPOSED MERGER.
Investors are able to obtain free copies of the registration
statement and proxy statement/prospectus as well as other filed
documents containing information about Chesapeake and Florida
Public Utilities at http://www.sec.gov, the SEC's website. Free
copies of Chesapeake's SEC filings are also available on
Chesapeake's website at investor.shareholder.com/CPK/sec.cfm and
free copies of Florida Public Utilities' SEC filings are also
available on Florida Public Utilities' website at
www.fpuc.com/about_us/invest.asp. This communication shall not
constitute an offer to sell or the solicitation of an offer to buy
securities, nor shall there be any sale of securities in any
jurisdiction in which such solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of
such jurisdiction.
Participants in the Solicitation
Chesapeake and Florida Public Utilities and their respective
directors, executive officers, other members of management and
employees may be deemed, under SEC rules, to be participants in the
solicitation of proxies with respect to the proposed merger.
Information about the directors and executive officers of Florida
Public Utilities is set forth in the proxy statement for Florida
Public Utilities' 2009 Annual Meeting of Stockholders, as filed
with the SEC on a Schedule 14A on April 6, 2009 and Form 10-K filed
with the SEC on March 20, 2009. Information about the directors and
executive officers of Chesapeake is set forth in the proxy
statement for Chesapeake's 2009 Annual Meeting of Stockholders, as
filed with the SEC on a Schedule 14A on March 27, 2009 and Form
10-K filed with the SEC on March 9, 2009. Additional information
regarding the interests of those participants and other persons who
may be deemed participants in the merger may be obtained by reading
the registration statement, joint proxy statement/prospectus and
other materials filed with the SEC regarding the proposed merger.
You may obtain free copies of these documents as described
above.
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