ST. JOHN'S, Newfoundland and
Labrador and NOVI, Mich., Sept. 23,
2016 /PRNewswire/ -- Fortis Inc. ("Fortis" or "the
Corporation") (TSX: FTS) and ITC Holdings Corp. ("ITC") (NYSE: ITC)
today announced that the Public Service Commission of Wisconsin ("PSCW") has voted to approve their
application authorizing Fortis to proceed with its acquisition of
ITC, subject to conditions consistent with those proposed in the
application, to be confirmed in an official Commission Order to
follow. This marks another significant advancement in the
regulatory approval process for this transaction.
"We are pleased with the vote from the PSCW, and look forward to
doing business in the State of
Wisconsin," said Barry Perry,
President and Chief Executive Officer of Fortis. "We
appreciate the thoughtful deliberation of the Commission in working
through the complexities of the case."
"We also appreciate the work by the Commissioners and staff
throughout this process and for reaffirming ITC's independent
status," said Joseph L. Welch,
Chairman, President and Chief Executive Officer of ITC. "We
also look forward to continuing our MVP 5 project development work
with our utility partners in Wisconsin."
Fortis and ITC shareholders approved the acquisition at
shareholder meetings held on May 5
and June 22, 2016, respectively. Approval required
from the Committee on Foreign Investment in the United States was received on July 8, 2016, and the post-filing waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, expired August 10,
2016. Approvals from the Oklahoma Corporation
Commission, the Illinois Commerce Commission and the Missouri
Public Service Commission were received on August 16, 2016, August
24, 2016 and September 14,
2016, respectively. All applicable consents related to
the transfer of control of licenses were received from the FCC as
of September 21, 2016. The closing of
the transaction remains subject to receipt of regulatory
authorizations from FERC and the state of Kansas.
About Fortis
Fortis is a leader in the North American electric and gas utility
business, with total assets of approximately CAD$29 billion and fiscal 2015 revenue of
CAD$6.7 billion. The Corporation's
asset mix is approximately 94% regulated (69% electric, 25% gas),
with the remaining 6% comprised of non-regulated energy
infrastructure. The Corporation's regulated utilities serve more
than 3 million customers across Canada, the United
States and the Caribbean.
Fortis shares are listed on the TSX and trade under the symbol
FTS. Additional information can be accessed at
www.fortisinc.com, www.sedar.com, or www.sec.gov.
About ITC:
ITC is the largest independent
electric transmission company in the
United States. Based in Novi,
Michigan, ITC invests in the electric transmission grid to
improve reliability, expand access to markets, allow new generating
resources to interconnect to its transmission systems and lower the
overall cost of delivered energy. Through its regulated operating
subsidiaries ITCTransmission, Michigan Electric Transmission
Company, ITC Midwest and ITC Great Plains, ITC owns and
operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load
exceeding 26,000 megawatts along approximately 15,700 circuit miles
of transmission line. ITC's grid development focus includes growth
through regulated infrastructure investment as well as domestic and
international expansion through merchant and other commercial
development opportunities. Additional information can be accessed
at www.itc-holdings.com or www.sec.gov. (ITC-itc-F).
Fortis and ITC include forward-looking statements in this
press release within the meaning of applicable securities laws
including the Private Securities Litigation Reform Act of 1995.
Forward-looking statements included in this press release reflect
expectations of Fortis and/or ITC management regarding future
growth, results of operations, performance, business prospects and
opportunities. Wherever possible, words such as "anticipates",
"believes", "budgets", "could", "estimates", "expects",
"forecasts", "intends", "may", "might", "plans", "projects",
"schedule", "should", "target", "will", "would" and the negative of
these terms and other similar terminology or expressions have been
used to identify the forward-looking statements, which include,
without limitation: statements related to the acquisition of ITC,
the expected timing, and conditions precedent to the closing of the
acquisition, including regulatory approvals.
Forward-looking statements involve significant risk,
uncertainties and assumptions. Certain material factors or
assumptions have been applied in drawing the conclusions contained
in the forward-looking statements. These factors or assumptions are
subject to inherent risks and uncertainties surrounding future
expectations generally, including those identified from time to
time in the forward-looking statements. Such risk factors or
assumptions include, but are not limited to, risks relating to the
ability to obtain regulatory approvals in connection with the
acquisition and the timing and terms thereof, risks relating to
failure to complete the acquisition and the timing thereof and the
risk that conditions to the acquisition may not be satisfied, and
risks relating to the potential decline in the Fortis share price
negatively impacting the value of the consideration offered to ITC
shareholders. Fortis and ITC caution readers that a number of
factors could cause actual results, performance or achievements to
differ materially from the results discussed or implied in the
forward-looking statements. These factors should be considered
carefully and undue reliance should not be placed on the
forward-looking statements. For additional information with respect
to certain of these risks or factors, reference should be made to
the continuous disclosure materials filed from time to time by
Fortis or ITC with Canadian securities regulatory authorities and
the Securities and Exchange Commission. Fortis and ITC disclaim any
intention or obligation to 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
Fortis
filed with the United States Securities and Exchange Commission
(the "SEC") a registration statement on Form F-4 including a proxy
statement of ITC and a prospectus of Fortis, and other documents in
connection with the acquisition by Fortis of ITC, which was
declared effective by the SEC on May 16,
2016. This communication is not a substitute for the
registration statement, definitive proxy statement/prospectus or
any other document that Fortis and/or ITC has filed or may file
with the SEC in connection with the acquisition. INVESTORS AND
SECURITY HOLDERS OF FORTIS AND ITC ARE URGED TO READ THE
REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS,
AND ANY OTHER FILINGS THAT MAY BE MADE WITH THE SEC IN CONNECTION
WITH THE ACQUISITION WHEN THEY BECOME AVAILABLE, AS THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION. The
registration statement and proxy statement/prospectus containing
the definitive proxy statement/prospectus and other documents filed
by Fortis and/or ITC with the SEC are available free of charge at
the SEC's website at www.sec.gov, on Fortis'
website at www.fortisinc.com or by
contacting Fortis' Investor Relations department. Copies of the
document filed with the SEC by ITC can also be obtained free of
charge from ITC upon written request to ITC at ITC, Investor
Relations, 27175 Energy Way, Novi,
MI 48377. You may also read and copy any reports, statements
and other information filed by Fortis and ITC with the SEC at the
SEC public reference room at 100 F Street N.E., Room 1580,
Washington, D.C. 20549. Please
call the SEC at (800) 732-0330 or visit the SEC's website
for further information on its public reference room. This
communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities, or a solicitation
of any vote or approval, nor shall there be any sale of securities
in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to appropriate registration or qualification
under the securities laws of such jurisdiction. No offering of
securities shall be made except by means of a prospectus meeting
the requirements of Section 10 of the U.S. Securities Act of 1933,
as amended, and otherwise in accordance with applicable
law.
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SOURCE ITC Holdings Corp.
