Sloan Group Commences Cash Tender Offer for BayCorp Holdings, Ltd.
12 Octobre 2005 - 5:21PM
Business Wire
Sloan Group Ltd., a privately held Bahamas international business
corporation, and BayCorp Holdings, Ltd. (AMEX:MWH) announced today
that Sloan Group, through its wholly owned subsidiary, Sloan
Acquisition Corp., has commenced a previously-announced tender
offer for all of the outstanding shares of common stock of BayCorp
for $14.19 per share, net to the seller in cash. The tender offer
is being made pursuant to an Amended and Restated Agreement and
Plan of Merger dated as of September 30, 2005 among Sloan Group,
Sloan Acquisition Corp. and BayCorp. The tender offer remains open
until 12:00 midnight Eastern Time, on Wednesday, November 9, 2005,
unless extended. Following the successful completion of the tender
offer, any remaining outstanding shares of BayCorp common stock
will be acquired in a merger at the same price per share as paid in
the tender offer. BayCorp's Board of Directors has unanimously
approved the Merger Agreement and the related transactions. The
acceptance of the shares tendered in the offer by Sloan Acquisition
Corp. is conditioned on there having been validly tendered and not
withdrawn prior to the expiration of the offer, a number of shares
that when added to the 25,000 shares already owned by Sloan Group,
constitute at least 66 2/3% of the then issued and outstanding
shares of BayCorp. The acceptance of the shares in the tender offer
is also subject to approval by the Vermont Public Service Board as
well as to other customary closing conditions. BayCorp is an
unregulated energy holding company incorporated in Delaware.
BayCorp currently has wholly owned subsidiaries that include
Nacogdoches Gas, LLC, which owns and develops interests in natural
gas and oil production in Nacogdoches County, Texas; Benton Falls
Associates, L.P., the owner and operator of a hydroelectric
generating facility in Benton, Maine; Great Bay Hydro Corporation,
which owns and operates a hydroelectric generating facility in
Newport, Vermont; Great Bay Power Marketing, Inc., which purchases
and markets power on the open market and Nacogdoches Power, LLC,
which owns the development rights to the Sterne Power Project in
Nacogdoches, Texas. BayCorp also holds a majority interest in
HoustonStreet Exchange, Inc., which operates HoustonStreet.com, an
internet-based independent crude oil and refined petroleum products
trading exchange. This announcement does not constitute an offer to
purchase or a solicitation of an offer to sell any securities. Any
offers to purchase or solicitation of offers to sell will be made
only pursuant to a tender offer statement and a solicitation and
recommendation statement filed with the Securities and Exchange
Commission. The tender offer statement (including an offer to
purchase, a letter of transmittal and other offer documents) and
the solicitation/recommendation statement will contain important
information and should be read carefully before any decision is
made with respect to the tender offer. Those materials will be made
available to all stockholders of BayCorp at no expense to them. In
addition, all of those materials (and all other offer documents
filed with the SEC) will be available on the SEC's website
(http://www.sec.gov). D.F. King & Co., Inc. will be serving as
Information Agent for the tender offer, and BayCorp stockholders
wishing to receive copies of the Offer to Purchase and other tender
offer materials may contact D.F. King at (800) 431-9645. SunTrust
Bank will be serving as the Depositary for the tender offer. This
document contains "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks,
uncertainties and other factors, including the timing of such
events, which may cause the actual results, performance or
achievements of BayCorp to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. Such uncertainties include the date and
time until which the tender offer will remain open and whether such
time will be extended. These forward-looking statements speak only
as of the date of this Release. Sloan Group Ltd. and BayCorp
expressly disclaim any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based.
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