Shareholder Votes Scheduled for November 21,
2017
Anticipate Merger Close in First Half of
2018
Westar Energy, Inc. (NYSE: WR) and Great Plains Energy
Incorporated (NYSE: GXP) today each announced special meetings on
Tuesday, November 21, 2017, for their respective shareholders to
vote on the companies’ proposed merger of equals.
- Great Plains Energy’s Special Meeting
of Shareholders will be held on November 21, 2017, at 10 a.m.
Central Time at Great Plains Energy, One Kansas City Place, 1200
Main Street, Kansas City, Missouri 64105
- Westar Energy’s Special Meeting of
Shareholders will be held on November 21, 2017, at 10 a.m. Central
Time at Westar Energy, 818 S. Kansas Avenue, Topeka, Kansas
66612
Westar Energy’s common shareholders and Great Plains Energy’s
common shareholders of record as of the close of business on
October 6, 2017, are entitled to vote their shares at the
respective meetings in person or by proxy. Shareholders of both
companies will receive the joint proxy statement/prospectus, which
is being mailed to shareholders this week. The Securities and
Exchange Commission declared effective the registration statement
containing the companies’ joint proxy statement/prospectus on
October 10, 2017. The document provides information for
shareholders of both companies, as well as instructions for voting
online, by mail, by telephone or in person.
Both the Great Plains Energy and Westar Energy Boards of
Directors unanimously recommend that the companies’ respective
shareholders vote “FOR” each of the applicable proposals relating
to the transaction.
The merger of Westar Energy and Great Plains Energy is expected
to create a leading Midwest electric utility and is expected to
drive value for shareholders, generate customer benefits and
maintain community commitments, including:
- Significant earnings accretion for both
Great Plains Energy and Westar Energy; targeting 6-8 percent
compounded annual earnings per share growth from 2016-2021;
- A stronger platform for dividend
growth, with expected increases in-line with earnings per share
growth and a pro forma payout ratio of 60-70 percent;
- Strong credit profile and balance sheet
creating financial flexibility for targeted investments and capital
returns including post-closing share repurchases to rebalance
capital structure;
- Increased scale and a more diverse,
sustainable generation portfolio;
- Significant cost savings for customers
and a better opportunity to earn allowed returns in all
jurisdictions;
- An immediate upfront bill credit for
all retail customers in an aggregate amount of $50 million across
all customers in Missouri and Kansas upon the closing of the
merger; and
- No involuntary severance of employees
due to the merger, strong workforce across the combined company’s
operations, and operating headquarters in both Kansas City,
Missouri, and Topeka, Kansas.
As previously announced, the companies expect the merger to
close in the first half of 2018, subject to the satisfaction of the
closing conditions in the merger agreement, including approval by
Great Plains Energy’s shareholders and Westar Energy’s shareholders
and the receipt of regulatory approvals, including the Kansas
Corporation Commission, the Missouri Public Service Commission, the
Federal Energy Regulatory Commission, the Nuclear Regulatory
Commission, the Federal Communications Commission and clearance and
reporting requirements under the Hart-Scott-Rodino Act.
About Westar Energy
As Kansas’ largest electric utility, Westar Energy, Inc.
(NYSE:WR) provides customers the safe, reliable electricity needed
to power their businesses and homes. Half the electricity supplied
to the company’s 700,000 customers comes from emissions-free
sources – nuclear, wind and solar – with a third coming from
renewables. Westar is a leader in electric transmission in Kansas,
coordinating a network of lines and substations that support one of
the largest consolidations of wind energy in the nation. For more
information about Westar Energy, visit www.WestarEnergy.com.
About Great Plains Energy
Headquartered in Kansas City, Mo., Great Plains Energy
Incorporated (NYSE: GXP) is the holding company of Kansas City
Power & Light Company and KCP&L Greater Missouri Operations
Company, two of the leading regulated providers of electricity in
the Midwest. Kansas City Power & Light Company and KCP&L
Greater Missouri Operations Company use KCP&L as a brand name.
More information about the companies is available on the Internet
at: www.greatplainsenergy.com or www.kcpl.com.
Forward-Looking Statements
Statements made in this communication that are not based on
historical facts are forward-looking, may involve risks and
uncertainties, and are intended to be as of the date when made.
Forward-looking statements include, but are not limited to,
statements relating to the anticipated merger transaction of Great
Plains Energy Incorporated (Great Plains Energy) and Westar Energy,
Inc. (Westar Energy), including those that relate to the expected
financial and operational benefits of the merger to the companies
and their shareholders (including cost savings, operational
efficiencies and the impact of the anticipated merger on earnings
per share), the expected timing of closing, the outcome of
regulatory proceedings, cost estimates of capital projects,
dividend growth, share repurchases, balance sheet and credit
ratings, rebates to customers, employee issues and other matters
affecting future operations. In connection with the safe
harbor provisions of the Private Securities Litigation Reform Act
of 1995, Great Plains Energy and Westar Energy are providing a
number of important factors that could cause actual results to
differ materially from the provided forward-looking
information. These important factors include: future economic
conditions in regional, national and international markets and
their effects on sales, prices and costs; prices and availability
of electricity in regional and national wholesale markets; market
perception of the energy industry, Great Plains Energy and Westar
Energy; changes in business strategy, operations or development
plans; the outcome of contract negotiations for goods and services;
effects of current or proposed state and federal legislative and
regulatory actions or developments, including, but not limited to,
deregulation, re-regulation and restructuring of the electric
utility industry; decisions of regulators regarding rates that the
companies can charge for electricity; adverse changes in applicable
laws, regulations, rules, principles or practices governing tax,
accounting and environmental matters including, but not limited to,
air and water quality; financial market conditions and performance
including, but not limited to, changes in interest rates and credit
spreads and in availability and cost of capital and the effects on
derivatives and hedges, nuclear decommissioning trust and pension
plan assets and costs; impairments of long-lived assets or
goodwill; credit ratings; inflation rates; effectiveness of risk
management policies and procedures and the ability of
counterparties to satisfy their contractual commitments; impact of
terrorist acts, including, but not limited to, cyber terrorism;
ability to carry out marketing and sales plans; weather conditions
including, but not limited to, weather-related damage and their
effects on sales, prices and costs; cost, availability, quality and
deliverability of fuel; the inherent uncertainties in estimating
the effects of weather, economic conditions and other factors on
customer consumption and financial results; ability to achieve
generation goals and the occurrence and duration of planned and
unplanned generation outages; delays in the anticipated in-service
dates and cost increases of generation, transmission, distribution
or other projects; Great Plains Energy’s and Westar Energy’s
ability to successfully manage and integrate their respective
transmission joint ventures; the inherent risks associated with the
ownership and operation of a nuclear facility including, but not
limited to, environmental, health, safety, regulatory and financial
risks; workforce risks, including, but not limited to, increased
costs of retirement, health care and other benefits; the ability of
Great Plains Energy and Westar Energy to obtain the regulatory and
shareholder approvals necessary to complete the anticipated merger
or the imposition of adverse conditions or costs in connection with
obtaining regulatory approvals; the risk that a condition to the
closing of the anticipated merger may not be satisfied or that the
anticipated merger may fail to close; the outcome of any legal
proceedings, regulatory proceedings or enforcement matters that may
be instituted relating to the anticipated merger; the costs
incurred to consummate the anticipated merger; the possibility that
the expected value creation from the anticipated merger will not be
realized, or will not be realized within the expected time period;
difficulties related to the integration of the two companies; the
credit ratings of the combined company following the anticipated
merger; disruption from the anticipated merger making it more
difficult to maintain relationships with customers, employees,
regulators or suppliers; the diversion of management time and
attention on the anticipated merger; and other risks and
uncertainties.
This list of factors is not all-inclusive because it is not
possible to predict all factors. Additional risks and uncertainties
will be discussed in the joint proxy statement/prospectus and other
materials that Great Plains Energy, Westar Energy and Monarch
Energy Holding, Inc. (Monarch Energy) will file with the Securities
and Exchange Commission (SEC) in connection with the anticipated
merger. Other risk factors are detailed from time to time in
quarterly reports on Form 10-Q and annual reports on Form 10-K
filed by Great Plains Energy, KCP&L and Westar Energy with the
SEC. Each forward-looking statement speaks only as of the date of
the particular statement. Monarch Energy, Great Plains Energy,
KCP&L and Westar Energy undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any proxy, 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 registration or qualification under
the securities laws of any such jurisdiction. In connection with
the proposed transactions, Monarch Energy has filed with the SEC a
Registration Statement on Form S-4 (Registration No. 333-220465),
which was declared effective by the SEC, Great Plains Energy and
Westar Energy have each filed a definitive joint proxy statement,
which also constitutes a prospectus of Monarch Energy, each of
which is publicly available, and Great Plains Energy, Westar Energy
and Monarch Energy have filed and may file other documents
regarding the proposed transactions with the SEC. Great Plains
Energy and Westar Energy intend to mail the definitive joint proxy
statement/prospectus in connection with the transactions to their
respective shareholders on or about October 13, 2017. WE URGE
INVESTORS TO READ THE REGISTRATION STATEMENT AND DEFINITIVE JOINT
PROXY STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GREAT PLAINS
ENERGY, WESTAR ENERGY, MONARCH ENERGY AND THE PROPOSED
TRANSACTIONS.
Investors can obtain free copies of the Registration Statement
and definitive joint proxy statement/prospectus and other documents
filed by Monarch Energy, Great Plains Energy and Westar Energy with
the SEC at http://www.sec.gov, the SEC’s website. These documents
filed by Great Plains Energy and Monarch Energy are also available
free of charge from Great Plains Energy’s website
(http://www.greatplainsenergy.com) under the tab, “Investor
Relations” and then under the heading “SEC Filings,” or by
contacting Great Plains Energy’s Investor Relations Department at
1-800-245-5275. These documents filed by Westar Energy are also
available free of charge from Westar Energy’s website
(http://www.westarenergy.com) under the tab “Investors” and then
under the heading “SEC Filings,” or by contacting Westar Energy’s
Investor Relations Department at 785-575-8227.
Participants in Proxy Solicitation
Great Plains Energy, Westar Energy and their respective
directors and certain of their executive officers and employees may
be deemed, under SEC rules, to be participants in the solicitation
of proxies from Great Plains Energy’s and Westar Energy’s
shareholders with respect to the proposed transactions. Information
regarding the officers and directors of Great Plains Energy is
included in its definitive proxy statement for its 2017 annual
meeting filed with the SEC on March 23, 2017. Information regarding
the officers and directors of Westar Energy is included in its
definitive proxy statement for its 2017 annual meeting filed with
the SEC on September 14, 2017. Additional information regarding the
identity of potential participants, and their direct or indirect
interests, by securities, holdings or otherwise, is set forth in
the Registration Statement and definitive joint proxy
statement/prospectus and other materials filed with SEC in
connection with the proposed merger. Free copies of these documents
may be obtained as described in the paragraphs above.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20171010006696/en/
Great Plains EnergyInvestors:Calvin Girard,
816-654-1777Senior Manager, Investor
RelationsCalvin.Girard@kcpl.comorMedia:Katie McDonald,
816-556-2365Senior Director, Corporate
CommunicationsKatie.McDonald@kcpl.comorWestar
EnergyInvestors:Cody VandeVelde, 785-575-8227Director, Investor
RelationsCody.VandeVelde@westarenergy.comorMedia:Gina Penzig,
785-575-8089Media Relations
ManagerGina.Penzig@westarenergy.comMedia line: 888-613-0003
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