WGL Holdings, Inc. (NYSE: WGL) shareholders today voted to approve the
company's plan to merge operations with AltaGas Ltd. (TSX: ALA). The
their plan to combine on January 25, 2017.
During a special shareholder meeting held today at WGL's corporate
offices in Washington, D.C., the proposal to approve the transaction was
approved by 96.22 percent of the shares voted which represents 71.88
percent of all outstanding WGL Holdings, Inc. shares of common stock
entitled to vote. The final vote results will be filed in a form 8-K
with the Securities and Exchange Commission (SEC).
As previously announced, the Boards of Directors of WGL and AltaGas
unanimously approved the transaction, which is expected to close in the
second quarter of 2018.
The proposed merger will bring more diversity and scale to the
companies' energy service offerings throughout North America. Combined,
the companies will serve 1.65 million utility customers across the U.S.
and Canada, as well as deliver a complementary set of energy businesses,
opportunities for job growth, and continue to serve customers and
communities with reliable, safe and affordable services.
Under the transaction terms, following the consummation of the merger,
WGL shareholders will receive US $88.25 in cash per WGL share,
representing a premium of 27.9% to WGL's closing share price on November
28, 2016, the day prior to news reports of a potential acquisition of
WGL by a third party.
Consummation of the transaction is subject to certain closing
conditions, including approvals of the Public Service Commission of the
District of Columbia, the Maryland Public Service Commission and the
Virginia State Corporation Commission, based on filings submitted to
each commission on April 24, 2017.
In addition, the companies filed their voluntary Joint Notice to the
Committee on Foreign Investment in the Unites States, and an application
with the Federal Energy Regulatory Commission. The transaction is also
subject to the notification and reporting requirements under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
For more information, visit www.wgldeliveringmore.com.
WGL (NYSE: WGL), headquartered in Washington, D.C., is a leading source
for clean, efficient and diverse energy solutions. With activities and
assets across the U.S., WGL consists of Washington Gas, WGL Energy, WGL
Midstreamand Hampshire Gas. WGL provides natural gas, electricity,
green power and energy services, including generation, storage,
transportation, distribution, supply and efficiency. Our calling as a
company is to make energy surprisingly easy for our employees, our
community and all our customers. Whether you are a homeowner or renter,
small business or multinational corporation, state and local or federal
agency, WGL is here to provide Energy Answers. Ask Us. For more
information, visit us at www.wgl.com.
This press release contains forward-looking statements related to the
proposed business combination between WGL and AltaGas, including
statements regarding the benefits and timing of the transaction as well
as statements regarding WGL's products, services and markets. Forward
looking statements are predictions, projections and other statements
about future events that are based on current expectations and
assumptions and, as a result, are subject to risks and uncertainties.
Many factors could cause actual future events to differ materially from
the forward-looking statements in this document, including the
following, among others: closing of the transaction may not occur or may
be delayed; litigation related to the transaction or limitations or
restrictions imposed by regulatory authorities may delay or negatively
impact the transaction and there may be a loss of customers, employees
or business partners as a result of the transaction. In addition, please
refer to the documents that WGL files with the SEC on Forms 10-K, 10-Q
and 8-K. These filings identify and address other important risks and
uncertainties that could cause events and results to differ materially
from those contained in the forward-looking statements set forth in this
document. Readers are cautioned not to put undue reliance on
forward-looking statements, and WGL assumes no obligation and does not
intend to update these forward-looking statements, whether as a result
of new information, future events or otherwise.
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WGL Holdings, Inc.
Source: WGL Holdings, Inc.
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