Green Mountain Power Corporation to Be Acquired by Northern New England Energy Corporation, a Subsidiary of Gaz Metro Limited P
22 Juin 2006 - 1:45PM
Business Wire
Green Mountain Power Corporation ("Green Mountain Power" or the
"Company") (NYSE:GMP) announced today that Green Mountain Power and
Vermont-based Northern New England Energy Corporation ("NNEEC")
have entered into a definitive agreement whereby NNEEC will acquire
Green Mountain Power. Shareholders of Green Mountain Power will
receive $35.00 per share in cash or approximately $187 million in
the aggregate. NNEEC is a Vermont corporation and a wholly-owned
subsidiary of Gaz Metro Limited Partnership (TSX-GZM.UN), a leading
Quebec energy company with a long history of investment in Vermont.
NNEEC has been the parent company of Vermont Gas Systems since
1986. The transaction has been approved by Green Mountain Power's
Board of Directors and will require the approval of Green Mountain
Power's shareholders. The transaction is conditioned on, among
other regulatory approvals and notices, the approval of the Vermont
Public Service Board and the Federal Energy Regulatory Commission,
and notice under the Hart-Scott-Rodino Act. It is anticipated that
the regulatory proceedings should be completed within approximately
12 months. Upon approval of state and federal regulators, Green
Mountain Power will join Vermont Gas Systems and Portland Natural
Gas Transmission Systems as one of NNEEC's New England-based energy
subsidiaries. Green Mountain Power will continue to be managed by
its current leadership team and the Company will continue to
operate out of its existing offices in Vermont. Employees will be
retained and the current labor contract with IBEW Local 300 will
continue in place. The Company will remain under the jurisdiction
of state and federal regulators. "This transaction will provide
significant benefits to our customers by making Green Mountain
Power a much stronger company at a critical time in our history and
in Vermont's energy future," said Chris Dutton, president and CEO
of Green Mountain Power. "As we prepare to make important decisions
about Vermont's energy future relating to the expiration of our
existing long term power contracts, the financial strength and
market depth of Gaz Metro will significantly enhance our ability to
obtain the best value for our customers. In addition, the
transaction is expected to yield new investments in Vermont in the
areas of energy efficiency, distributed generation, and potential
district heating opportunities," said Mr. Dutton. Gaz Metro is a
major distributor of natural gas in Quebec and the northeastern
United States. In addition, the company is a partner with Boralex
in a large wind power project in Quebec and operates businesses
providing district heating and urban water rehabilitation services
in Quebec and Ontario. As of the end of 2005, Gaz Metro had assets
of more than $2.5 billion (Canadian). There are 113 Vermont-based
employees of Vermont Gas Systems, a subsidiary of Gaz Metro. Gaz
Metro currently has a strong credit rating that, in recent years,
has been higher than Green Mountain Power's current BBB rating. "We
view this new partnership as an excellent match for Green Mountain
Power's corporate values. Both companies have strong track records
of reinvesting earnings in Vermont, environmental and social
responsibility, expanding energy efficiency, and transparent and
collaborative relationships with regulators and policy makers,"
added Mr. Dutton. "Gaz Metro is pleased to be expanding its
operations in Vermont through NNEEC's acquisition of Green Mountain
Power," said Robert Tessier, president and CEO of Gaz Metro. "We
are committed to increasing our investment in Vermont and providing
superior energy services to Vermonters. We have demonstrated that
commitment through our 20-year stewardship at Vermont Gas Systems.
With this acquisition of Green Mountain Power, we will continue our
practice of reinvesting earnings in the state and our philosophy of
local control through local management. We are long-term investors
and strongly believe that, over time, investing in and growing our
companies is in the best interest of our customers, owners,
employees and the communities we serve. Green Mountain Power, like
Vermont Gas, fits our profile perfectly." "As we analyzed this
opportunity, Green Mountain Power's Board of Directors became
convinced that this partnership will bring positive benefits to our
shareholders, customers and to the entire state of Vermont," said
Nordahl Brue, chairman of Green Mountain Power's Board of
Directors. "I believe Gaz Metro understands energy issues, it
understands finance, and most importantly, its long track record
with Vermont Gas demonstrates that it understands Vermont." "We
believe our association with Green Mountain Power will further
strengthen our companies," said William Gilbert, of South
Burlington, president of NNEEC. "Green Mountain Power is a highly
efficient company with excellent customer service and a strong
commitment to corporate citizenship. NNEEC has a solid record of
investment in Vermont, having invested in excess of $100 million in
earnings over the past 20 years, and we expect to continue to
invest in Vermont through Green Mountain Power." Banc of America
Securities LLC acted as exclusive financial advisor to Green
Mountain Power and rendered a fairness opinion to the Board of
Directors of Green Mountain Power in connection with the
transaction. The acquisition by NNEEC is one of many corporate
changes during Green Mountain Power's long history. Green Mountain
Power traces its roots to the Vergennes Traction Company in 1893.
Over the years it has had different owners, including for a time
being wholly-owned by New England Electric System until 1951. Press
Conference A press conference will be held today at 10:30 a.m. at
Green Mountain Power headquarters, 163 Acorn Lane, Colchester,
Vermont. Access to the conference will be available by webcast at
www.greenmountainpower.biz. For further information, please contact
Mark Ray, Green Mountain Power Corporation, 802-655-8418.
Forward-looking Statements This news release contains forward
looking statements about Green Mountain Power. Statements that are
not historical or current facts, including statements about beliefs
and expectations are forward looking statements. These statements
often include the words "may," "could," "would," "should,"
"believes," "expects," "anticipates," "estimates," "intends,"
"plans," "targets," "potentially," "probably," "projects,"
"outlook," or similar expressions. These forward-looking statements
cover, among other things, anticipated future plans and prospects
of Green Mountain Power. Forward-looking statements speak only as
of the date they are made, and Green Mountain Power undertakes no
obligation to update them in light of new information or future
events. Forward-looking statements involve inherent risks and
uncertainties, and many factors could cause actual results to
differ materially from those anticipated, including those described
in the Annual Report on Form 10-K for the year ended December 31,
2005, of Green Mountain Power, which you should read carefully, as
well as the Company's other filings with the Securities and
Exchange Commission (the "SEC"). The following factors, among
others, could cause actual results to differ materially from the
anticipated results or other expectations expressed in the
forward-looking statements: (1) the businesses of Green Mountain
Power and NNEEC's subsidiary Northstars Merger Subsidiary
Corporation may not be combined successfully, or such combination
may take longer, be more difficult, time-consuming or costly to
accomplish than expected; (2) governmental approvals of the merger
may not be obtained, or adverse regulatory conditions may be
imposed in connection with governmental approvals of the merger;
and (3) the shareholders of Green Mountain Power may fail to
approve the merger. Additional Information about the Merger and
Where to Find It This communication is being made in respect of the
proposed merger transaction involving Green Mountain Power,
Northstars Merger Subsidiary Corporation and NNEEC. In connection
with the transaction, Green Mountain Power will file a proxy
statement with the SEC. Shareholders are urged to read the proxy
statement when it becomes available because it will contain
important information about the proposed transaction. The final
proxy statement will be mailed to Green Mountain Power shareholders
of record at the record date for the special meeting of the
shareholders to be held to approve the proposed transaction. In
addition, the preliminary and final proxy statements and other
relevant documents will be available free of charge at the SEC's
Internet website, www.sec.gov. When available, the preliminary and
final proxy statement and other relevant documents also may be
obtained for free at the Green Mountain Power website,
www.greenmountainpower.biz, or by contacting Mark Ray, Green
Mountain Power Corporation, 802-655-8418. Green Mountain Power and
its directors and officers and other members of management and
employees may be deemed to be participants in the solicitation of
proxies in respect to the proposed transactions. Green Mountain
Power's shareholders may obtain information regarding the identity
of each participant and a description of each participant's direct
or indirect interest in the solicitation from Green Mountain
Power's proxy statements and annual reports on Form 10-K previously
filed with the SEC and Green Mountain Power's proxy statement
relating to the proposed transaction, when it becomes available.
The information on our website is not, and shall not be deemed to
be, a part of this report or incorporated into other filings we
make with the SEC.
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