Peoples Energy Shareholders Approve Proposed Merger with WPS Resources Corporation
06 Décembre 2006 - 6:17PM
Business Wire
Peoples Energy Corporation (NYSE:PGL) today announced that its
shareholders approved the proposed merger of the company with WPS
Resources at a special meeting of shareholders held in Chicago. The
merger had received endorsements from the two foremost advisors to
institutional shareholders, Institutional Shareholder Services and
Glass Lewis. The transaction is expected to close in the first
quarter of 2007 pending regulatory approval from the Illinois
Commerce Commission, Public Service Commission of Wisconsin and the
Federal Energy Regulatory Commission. �Today�s action by our
shareholders marks an important milestone in the completion of the
proposed merger,� said Thomas M. Patrick, chairman, president and
CEO, Peoples Energy. �The combination of WPS Resources and Peoples
Energy creates value for all stakeholders. Integrys Energy Group
will be a regional energy leader that is focused on customer
service excellence while growing and enhancing core regulated
utility operations and non-regulated energy businesses,� Patrick
said. The combined company will have total assets of about
$9.2�billion and its market capitalization will approach
$4.0�billion. On the regulated side, the company will have more
than 1.6 million natural gas customers and nearly half a million
electric customers, with operations in four states: Illinois,
Wisconsin, Michigan, and Minnesota. Under the terms of the merger
agreement, when the merger is completed, each share of Peoples
Energy common stock outstanding immediately prior to completion of
the merger will be converted into the right to receive 0.825 shares
of WPS Resources common stock. Upon completion of the merger, the
combined company will be known as Integrys Energy Group, Inc. with
a new ticker symbol on the New York Stock Exchange of TEG. About
WPS Resources Corporation WPS Resources (NYSE: WPS), based in Green
Bay, Wisconsin, is a holding company with five major subsidiaries
providing electric and natural gas energy and related services in
both regulated and non-regulated energy markets. Its largest
subsidiary is Wisconsin Public Service Corporation, a regulated
electric and natural gas utility serving northeastern Wisconsin and
a portion of Michigan's Upper Peninsula. Wisconsin Public Service
serves more than 425,000 electric customers and 308,000 natural gas
customers. Another subsidiary, Upper Peninsula Power Company, is a
regulated electric utility that serves approximately 52,000
electric customers in Michigan's Upper Peninsula. Michigan Gas
Utilities Corporation is a regulated natural gas utility serving
161,000 customers in lower Michigan. Minnesota Energy Services
Corporation is a regulated natural gas utility serving more than
200,000 customers throughout Minnesota. WPS Resources' major
non-regulated subsidiary consists of WPS Energy Services, Inc., a
diversified non-regulated energy supply and services company
serving commercial, industrial and wholesale customers and
aggregated groups of residential customers. Its principal market is
the northeast quadrant of the United States and adjacent portions
of Canada. Its principal operations are in Illinois, Maine,
Michigan, Ohio, Texas, Virginia, and Wisconsin in the United States
and Alberta, Ontario, and Quebec in Canada. WPS Energy Services
also owns and/or operates non-regulated electric generation
facilities in Wisconsin, Maine, Pennsylvania, New York, and New
Brunswick, Canada; steam production facilities in Arkansas and
Oregon; and a partial interest in a synthetic fuel processing
facility in Kentucky. Visit the WPS Resources Web site at
www.wpsr.com for additional information. About Peoples Energy
Peoples Energy, (NYSE: PGL) a member of the S&P 500, is a
diversified energy company consisting of three primary business
segments: Gas Distribution, Oil and Gas Production, and Energy
Marketing. Peoples Gas and North Shore Gas, regulated utilities,
deliver natural gas to about one million customers in the City of
Chicago and 54 communities in northeastern Illinois. The company�s
non-utility businesses include Peoples Energy Services (PESC) and
Peoples Energy Production (PEP). PESC, launched in 1996, serves
more than 40,000 customers. PESC provides a portfolio of products
to manage energy needs of business, institutional and residential
consumers in today's volatile and complex energy market. PEP,
founded in 1998, is primarily focused on acquiring proven, onshore
reserves with upside potential in a limited number of strategic
supply basins. Value is then added through drilling programs,
production enhancements and reservoir optimization. The company�s
acquisition and drilling efforts are primarily focused on natural
gas. Visit the Peoples Energy website at www.peoplesenergy.com
Forward-Looking Statements This press release contains
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934. You can identify these statements
by the fact that they do not relate strictly to historical or
current facts and often include words such as �anticipate,�
�expect,� �intend,� �may,� �could,� �project,� �believe� and other
similar words. Forward-looking statements are beyond the ability of
WPS Resources and Peoples Energy to control and, in many cases,
neither WPS Resources nor Peoples Energy can predict what factors
would cause actual results to differ materially from those
indicated by forward-looking statements. Please see WPS Resources�
and Peoples Energy�s periodic reports filed with the Securities and
Exchange Commission (including their 10-Ks and 10-Qs) for listings
of certain factors that could cause actual results to differ
materially from those contained in forward-looking statements. All
forward-looking statements included in this press release are based
upon information presently available, and neither WPS Resources nor
Peoples Energy assume any obligation to update any forward-looking
statements. Additional Information This communication is not a
solicitation of a proxy from any security holder of WPS�Resources
Corporation or Peoples Energy Corporation. WPS Resources
Corporation has filed a registration statement on Form S-4 with the
Securities and Exchange Commission (the �SEC�) in connection with
the proposed transaction. The registration statement includes a
preliminary joint proxy statement of WPS Resources Corporation and
Peoples Energy Corporation that also constitutes a prospectus of
WPS Resources Corporation, which has been sent to the shareholders
of WPS Resources Corporation and Peoples Energy Corporation in its
definitive form. Shareholders are urged to read the joint proxy
statement/prospectus and any other relevant documents when they
become available, because they contain important information about
WPS Resources Corporation, Peoples Energy Corporation and the
proposed transaction. The joint proxy statement/prospectus and
other documents relating to the proposed transaction (when they are
available) can be obtained free of charge from the SEC�s website at
www.sec.gov. These documents (when they are available) can also be
obtained free of charge from WPS Resources Corporation upon written
request to WPS�Resources Corporation, Attention: Barth J. Wolf,
Secretary and Manager - Legal Services, P.O. Box 19001, Green Bay,
Wisconsin 54307-9001, or by calling (920) 433-1727, or from Peoples
Energy Corporation, upon written request to Peoples Energy
Corporation, Attention: Secretary, 130 East Randolph Drive, 24th
Floor, Chicago, Illinois 60601, or by calling (312)�240-4366.
Participants in the Proposed Transaction WPS Resources Corporation,
Peoples Energy Corporation and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from shareholders in connection with
the proposed transaction under the rules of the SEC. Information
about the directors and executive officers of WPS Resources
Corporation may be found in its 2005 Annual Report on Form 10-K
filed with the SEC on February 28, 2006 and definitive proxy
statement relating to its 2006 Annual Meeting of Shareholders filed
with the SEC on April 7, 2006. Information about the directors and
executive officers of Peoples Energy Corporation may be found in
its Amendment No. 1 to its 2005 Annual Report on Form 10-K filed
with the SEC on December 14, 2005 and definitive proxy statement
relating to its 2006 Annual Meeting of Shareholders filed with the
SEC on January 1, 2006. Additional information regarding the
interests of these participants is also included in the definitive
joint proxy statement/prospectus regarding the proposed
transaction. These documents can be obtained free of charge from
the sources indicated above. Non-Solicitation This communication
shall not constitute an offer to sell or the solicitation of an
offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended.
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