Green MT Power (NYSE:GMP)
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Green Mountain Power Corporation ("Green Mountain Power"
or the "Company") (NYSE:GMP) announced today that Green Mountain Power
and Vermont-based Northern New England Energy Corporation ("NNEEC")
have entered into a definitive agreement whereby NNEEC will acquire
Green Mountain Power. Shareholders of Green Mountain Power will
receive $35.00 per share in cash or approximately $187 million in the
aggregate.
NNEEC is a Vermont corporation and a wholly-owned subsidiary of
Gaz Metro Limited Partnership (TSX-GZM.UN), a leading Quebec energy
company with a long history of investment in Vermont. NNEEC has been
the parent company of Vermont Gas Systems since 1986.
The transaction has been approved by Green Mountain Power's Board
of Directors and will require the approval of Green Mountain Power's
shareholders. The transaction is conditioned on, among other
regulatory approvals and notices, the approval of the Vermont Public
Service Board and the Federal Energy Regulatory Commission, and notice
under the Hart-Scott-Rodino Act. It is anticipated that the regulatory
proceedings should be completed within approximately 12 months. Upon
approval of state and federal regulators, Green Mountain Power will
join Vermont Gas Systems and Portland Natural Gas Transmission Systems
as one of NNEEC's New England-based energy subsidiaries.
Green Mountain Power will continue to be managed by its current
leadership team and the Company will continue to operate out of its
existing offices in Vermont. Employees will be retained and the
current labor contract with IBEW Local 300 will continue in place. The
Company will remain under the jurisdiction of state and federal
regulators.
"This transaction will provide significant benefits to our
customers by making Green Mountain Power a much stronger company at a
critical time in our history and in Vermont's energy future," said
Chris Dutton, president and CEO of Green Mountain Power.
"As we prepare to make important decisions about Vermont's energy
future relating to the expiration of our existing long term power
contracts, the financial strength and market depth of Gaz Metro will
significantly enhance our ability to obtain the best value for our
customers. In addition, the transaction is expected to yield new
investments in Vermont in the areas of energy efficiency, distributed
generation, and potential district heating opportunities," said Mr.
Dutton.
Gaz Metro is a major distributor of natural gas in Quebec and the
northeastern United States. In addition, the company is a partner with
Boralex in a large wind power project in Quebec and operates
businesses providing district heating and urban water rehabilitation
services in Quebec and Ontario. As of the end of 2005, Gaz Metro had
assets of more than $2.5 billion (Canadian). There are 113
Vermont-based employees of Vermont Gas Systems, a subsidiary of Gaz
Metro. Gaz Metro currently has a strong credit rating that, in recent
years, has been higher than Green Mountain Power's current BBB rating.
"We view this new partnership as an excellent match for Green
Mountain Power's corporate values. Both companies have strong track
records of reinvesting earnings in Vermont, environmental and social
responsibility, expanding energy efficiency, and transparent and
collaborative relationships with regulators and policy makers," added
Mr. Dutton.
"Gaz Metro is pleased to be expanding its operations in Vermont
through NNEEC's acquisition of Green Mountain Power," said Robert
Tessier, president and CEO of Gaz Metro. "We are committed to
increasing our investment in Vermont and providing superior energy
services to Vermonters. We have demonstrated that commitment through
our 20-year stewardship at Vermont Gas Systems. With this acquisition
of Green Mountain Power, we will continue our practice of reinvesting
earnings in the state and our philosophy of local control through
local management. We are long-term investors and strongly believe
that, over time, investing in and growing our companies is in the best
interest of our customers, owners, employees and the communities we
serve. Green Mountain Power, like Vermont Gas, fits our profile
perfectly."
"As we analyzed this opportunity, Green Mountain Power's Board of
Directors became convinced that this partnership will bring positive
benefits to our shareholders, customers and to the entire state of
Vermont," said Nordahl Brue, chairman of Green Mountain Power's Board
of Directors. "I believe Gaz Metro understands energy issues, it
understands finance, and most importantly, its long track record with
Vermont Gas demonstrates that it understands Vermont."
"We believe our association with Green Mountain Power will further
strengthen our companies," said William Gilbert, of South Burlington,
president of NNEEC. "Green Mountain Power is a highly efficient
company with excellent customer service and a strong commitment to
corporate citizenship. NNEEC has a solid record of investment in
Vermont, having invested in excess of $100 million in earnings over
the past 20 years, and we expect to continue to invest in Vermont
through Green Mountain Power."
Banc of America Securities LLC acted as exclusive financial
advisor to Green Mountain Power and rendered a fairness opinion to the
Board of Directors of Green Mountain Power in connection with the
transaction.
The acquisition by NNEEC is one of many corporate changes during
Green Mountain Power's long history. Green Mountain Power traces its
roots to the Vergennes Traction Company in 1893. Over the years it has
had different owners, including for a time being wholly-owned by New
England Electric System until 1951.
Press Conference
A press conference will be held today at 10:30 a.m. at Green
Mountain Power headquarters, 163 Acorn Lane, Colchester, Vermont.
Access to the conference will be available by webcast at
www.greenmountainpower.biz.
For further information, please contact Mark Ray, Green Mountain
Power Corporation, 802-655-8418.
Forward-looking Statements
This news release contains forward looking statements about Green
Mountain Power. Statements that are not historical or current facts,
including statements about beliefs and expectations are forward
looking statements. These statements often include the words "may,"
"could," "would," "should," "believes," "expects," "anticipates,"
"estimates," "intends," "plans," "targets," "potentially," "probably,"
"projects," "outlook," or similar expressions. These forward-looking
statements cover, among other things, anticipated future plans and
prospects of Green Mountain Power. Forward-looking statements speak
only as of the date they are made, and Green Mountain Power undertakes
no obligation to update them in light of new information or future
events.
Forward-looking statements involve inherent risks and
uncertainties, and many factors could cause actual results to differ
materially from those anticipated, including those described in the
Annual Report on Form 10-K for the year ended December 31, 2005, of
Green Mountain Power, which you should read carefully, as well as the
Company's other filings with the Securities and Exchange Commission
(the "SEC"). The following factors, among others, could cause actual
results to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements: (1) the
businesses of Green Mountain Power and NNEEC's subsidiary Northstars
Merger Subsidiary Corporation may not be combined successfully, or
such combination may take longer, be more difficult, time-consuming or
costly to accomplish than expected; (2) governmental approvals of the
merger may not be obtained, or adverse regulatory conditions may be
imposed in connection with governmental approvals of the merger; and
(3) the shareholders of Green Mountain Power may fail to approve the
merger.
Additional Information about the Merger and Where to Find It
This communication is being made in respect of the proposed merger
transaction involving Green Mountain Power, Northstars Merger
Subsidiary Corporation and NNEEC. In connection with the transaction,
Green Mountain Power will file a proxy statement with the SEC.
Shareholders are urged to read the proxy statement when it becomes
available because it will contain important information about the
proposed transaction.
The final proxy statement will be mailed to Green Mountain Power
shareholders of record at the record date for the special meeting of
the shareholders to be held to approve the proposed transaction. In
addition, the preliminary and final proxy statements and other
relevant documents will be available free of charge at the SEC's
Internet website, www.sec.gov. When available, the preliminary and
final proxy statement and other relevant documents also may be
obtained for free at the Green Mountain Power website,
www.greenmountainpower.biz, or by contacting Mark Ray, Green Mountain
Power Corporation, 802-655-8418.
Green Mountain Power and its directors and officers and other
members of management and employees may be deemed to be participants
in the solicitation of proxies in respect to the proposed
transactions. Green Mountain Power's shareholders may obtain
information regarding the identity of each participant and a
description of each participant's direct or indirect interest in the
solicitation from Green Mountain Power's proxy statements and annual
reports on Form 10-K previously filed with the SEC and Green Mountain
Power's proxy statement relating to the proposed transaction, when it
becomes available.
The information on our website is not, and shall not be deemed to
be, a part of this report or incorporated into other filings we make
with the SEC.