ST. JOHN'S, Newfoundland and
Labrador and NOVI, Mich., Oct. 11,
2016 /PRNewswire/ -- Fortis Inc. ("Fortis" or the
"Corporation") (TSX:FTS) and ITC Holdings Corp. ("ITC") (NYSE:ITC)
announced today that the Kansas Corporation Commission ("KCC") has
voted to approve their application authorizing Fortis to proceed
with its acquisition of ITC. This approval completes all
required regulatory authorizations for the acquisition.
"We are pleased with the approval from the KCC, and look forward
to continuing to serve the transmission needs of the State of Kansas," said Barry Perry, President and Chief Executive
Officer of Fortis. "Fortis appreciates the work by all federal and
state regulators who have considered the Fortis acquisition of
ITC."
"We appreciate the work by the KCC commissioners and staff
throughout this process," said Joseph L.
Welch, Chairman, President and Chief Executive Officer of
ITC. "We look forward to closing the transaction and finalizing
matters related to company integration."
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, the
Missouri Public Service Commission and the Public Service
Commission of Wisconsin were
received on August 16 and 24, 2016,
September 14, 2016 and October 6, 2016, respectively. The Federal
Energy Regulatory Commission authorized the acquisition on
September 23, 2016. All
applicable consents related to the transfer of control of licenses
were received from the Federal Communications Commission as of
September 21, 2016.
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
news release within the meaning of applicable securities laws
including the Private Securities Litigation Reform Act of 1995.
Forward‑looking statements included in this news 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.
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
failure to complete the acquisition and the timing, 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.
