CHARLOTTE, N.C., Dec. 22, 2015 /PRNewswire/ -- Duke Energy's
proposed acquisition of Piedmont Natural Gas (NYSE: PNY) has
cleared a key condition needed for completion, the two companies
announced today.
The Federal Trade Commission has granted early termination of
the 30-day waiting period under the federal Hart-Scott-Rodino
Antitrust Improvements Act with regard to the acquisition.
Expiration or termination of the waiting period is one of the
conditions required for completion of the acquisition.
The transaction still requires approval by Piedmont shareholders and the North Carolina
Utilities Commission.
Duke Energy and Piedmont also
are providing information regarding the acquisition to the Public
Service Commission of South
Carolina and the Tennessee Regulatory Authority.
The companies are targeting a closing of the transaction by the
end of 2016.
About Duke Energy
Duke Energy is the largest electric
power holding company in the United
States. Its regulated utility operations serve approximately
7.3 million electric customers located in six states in the
Southeast and Midwest. Its commercial power and international
energy business segments own and operate diverse power generation
assets in North America and
Latin America, including a growing
portfolio of renewable energy assets in the United States.
Headquartered in Charlotte,
N.C., Duke Energy is a Fortune 250 company traded on the New
York Stock Exchange under the symbol DUK. More information about
the company is available at www.duke-energy.com. Follow Duke Energy
on Twitter, LinkedIn and Facebook.
About Piedmont Natural Gas
Piedmont Natural Gas is an energy services company primarily
engaged in the distribution of natural gas to more than one million
residential, commercial, industrial and power-generation utility
customers in portions of North
Carolina, South Carolina
and Tennessee, including customers
served by municipalities that are wholesale customers. Its
subsidiaries are invested in joint venture, energy-related
businesses, including unregulated retail natural gas marketing,
regulated interstate natural gas transportation and storage, and
regulated intrastate natural gas transportation businesses. More
information about Piedmont Natural Gas is available
at www.piedmontng.com.
Cautionary statements regarding forward-looking
information
This document includes forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section
21E of the Securities Exchange Act of 1934.
Forward-looking statements are based on management's beliefs and
assumptions.
These forward-looking statements are identified by terms and
phrases such as "anticipate," "believe," "intend," "estimate,"
"expect," "continue," "should," "could," "may," "plan," "project,"
"predict," "will," "potential," "forecast," "target," "guidance,"
"outlook," and similar expressions. Forward-looking statements
involve risks and uncertainties that may cause actual results to be
materially different from the results predicted. Such
forward-looking statements include, but are not limited to,
statements about the benefits of the proposed merger involving Duke
Energy or Piedmont, including
future financial and operating results, Duke Energy's or
Piedmont's plans, objectives,
expectations and intentions, the expected timing of completion of
the transaction, and other statements that are not historical
facts. Important factors that could cause actual results to differ
materially from those indicated by such forward-looking statements
include risks and uncertainties relating to: the ability to obtain
the requisite approvals of Piedmont's shareholders; the risk that Duke
Energy or Piedmont may be unable
to obtain governmental and regulatory approvals required for the
merger, or that required governmental and regulatory approvals may
delay the merger or result in the imposition of conditions that
could cause the parties to abandon the merger; the risk that a
condition to closing of the merger may not be satisfied; the timing
to consummate the proposed merger; the risk that the businesses
will not be integrated successfully; the risk that the cost savings
and any other synergies from the transaction may not be fully
realized or may take longer to realize than expected; disruption
from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; the diversion
of management time on merger-related issues; and the effect of
changes in governmental regulations. Additional risks and
uncertainties are identified and discussed in Duke Energy's and
Piedmont's and their respective
subsidiaries' reports filed with the SEC and available at the SEC's
website at www.sec.gov. In light of these risks, uncertainties and
assumptions, the events described in the forward-looking statements
might not occur or might occur to a different extent or at a
different time than described. Neither Duke Energy nor Piedmont undertakes any obligation to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.
Additional information and where to find it
This communication may be deemed to be solicitation material in
respect of the merger of Piedmont Natural Gas into Duke Energy. In
connection with the merger, Piedmont Natural Gas intends to file
relevant materials with the SEC, including a proxy statement in
preliminary and definitive form. INVESTORS OF PIEDMONT NATURAL GAS 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 PIEDMONT NATURAL GAS AND THE MERGER. Investors
may obtain a free copy of these materials (when they are available)
and other documents filed by Piedmont Natural Gas with the SEC at
the SEC's website at www.sec.gov, at Piedmont Natural Gas' website
at www.piedmontng.com or by sending a written request to
Piedmont Natural Gas company, Inc. at Piedmont Natural Gas Company,
Inc., Corporate Secretary, 4720 Piedmont Row Drive Charlotte, North Carolina, 28210.
Security holders may also read and copy any reports, statements and
other information filed by Piedmont Natural Gas 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
Duke Energy, Piedmont Natural Gas and certain of their respective
directors, executive officers and other persons may be deemed to be
participants in the solicitation of proxies in respect of the
transaction. Information regarding Duke Energy's directors and
executive officers is available in Duke Energy's proxy statement
filed with the SEC on March 26, 2015
in connection with its 2015 annual meeting of stockholders, and
information regarding Piedmont Natural Gas' directors and executive
officers is available in Piedmont Natural Gas' proxy statement
filed with the SEC on January 16,
2015 in connection with its 2015 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.
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SOURCE Piedmont Natural Gas