ST. JOHN'S, Newfoundland and Labrador and NOVI, Mich., Sept. 26,
2016 /PRNewswire/ -- Fortis Inc. ("Fortis" or "the
Corporation") (TSX:FTS), ITC Holdings Corp. ("ITC") (NYSE:ITC) and
GIC Private Limited ("GIC") today announced that the Federal Energy
Regulatory Commission ("FERC") has authorized the acquisition of
ITC by Fortis and a subsidiary of GIC.
"This ruling from FERC is a key milestone toward finalizing the
transaction," said Barry Perry,
President and Chief Executive Officer of Fortis. "We
appreciate the FERC's conclusion that the transaction is consistent
with the public interest."
"In keeping with Fortis' operating model, ITC will remain a
standalone transmission company, led by their strong, experienced
management team and employees. At the same time we remain
committed to meeting the energy needs of our existing and future
customers and communities," added Mr. Perry.
"We are pleased with FERC's ruling and will continue to work
through the regulatory approval process at the State level," said
Joseph L. Welch, Chairman, President
and Chief Executive Officer of ITC. "ITC will continue to
maintain local control and remain focused on providing the same
standards of operational excellence and reliability."
"The endorsement from both Fortis and ITC shareholders, State
approvals received to date, and the FERC authorization, supports
our confidence that this transaction will close by year end,"
concluded Mr. Perry.
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. The Public Service Commission of
Wisconsin voted on September 22, 2016 to approve the acquisition,
subject to conditions to be confirmed in an official Commission
Order to follow. All applicable consents related to the
transfer of control of licenses were received from the Federal
Communications Commission as of September
21, 2016. The closing of the transaction remains
subject to receipt of regulatory authorizations from 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).
About GIC
GIC is a leading global investment firm with well over
US$100 billion in assets under
management. Established in 1981 to secure the financial future of
Singapore, the firm manages
Singapore's foreign reserves. With
its disciplined long-term value approach, GIC is uniquely
positioned to invest in both the public and private markets,
including equities, fixed income, real estate, private equity and
infrastructure. In infrastructure, GIC's primary strategy is to
invest directly in operating infrastructure assets with a high
degree of cash flow visibility and which provide a hedge against
inflation. These include mature, low to moderate-risk assets in
developed markets, complemented by investments with higher growth
potential in emerging markets. GIC employs over 1,300 people across
offices in Singapore, Beijing, London, Mumbai, New
York, San Francisco,
Sao Paulo, Seoul, Shanghai, and Tokyo. For more information, please visit
www.gic.com.sg.
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 remaining
regulatory approvals, and the expectation that ITC will operate as
a standalone company under the ownership structure of Fortis
following the acquisition.
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 the remaining 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.
