Great Plains Energy and Aquila File Acquisition Approval Applications in Missouri and Kansas
04 Aprile 2007 - 11:35PM
Business Wire
Great Plains Energy Incorporated (NYSE: GXP), its public utility
subsidiary Kansas City Power & Light Company (KCP&L) and
Aquila, Inc. (NYSE: ILA) today filed applications with the Missouri
Public Service Commission and the Kansas Corporation Commission
seeking approval of the proposed acquisition by Great Plains Energy
of Aquila. The parties announced the proposed merger of Aquila and
a subsidiary of Great Plains Energy, with Aquila surviving the
merger and becoming a wholly owned subsidiary of Great Plains
Energy, on February 7, 2007. In the applications, the companies
stated the transaction will provide benefits for customers,
communities and investors. In particular, Great Plains Energy
anticipates that the transaction will result in significant
synergies, economies of scale and efficiencies, which are currently
estimated to be approximately $500 million over the five-year
period of 2008-2012, with costs to achieve (including transaction
costs) of approximately $181 million. In Missouri, the companies
have requested that Aquila be authorized to use an additional
amortization mechanism to maintain credit ratios once Aquila
achieves financial metrics necessary to support an investment-grade
credit rating. This mechanism is similar to the one used in
KCP&L�s last rate case. Aquila and KCP&L also requested
authorization to amortize transaction and incremental
transition-related costs over five years, and to collectively
retain for a five-year period 50 percent of any synergy savings
resulting from the transaction. The companies are not seeking to
recover any acquisition premium. In Kansas, the companies requested
similar regulatory treatment of costs and synergies only for
KCP&L; no regulatory treatment was requested for Aquila, as it
will be selling its non-Missouri utility operations to Black Hills
Corporation immediately before the merger closes. Aquila further
requested approval in Missouri to distribute to Great Plains Energy
approximately $677 million of the proceeds from the sale of its
non-Missouri utility operations to Black Hills to fund
substantially all of the cash portion of the merger consideration
payable to its shareholders by Great Plains Energy. These
regulatory applications, along with the regulatory applications
filed by Aquila and Black Hills today with respect to the sale of
Aquila�s non-Missouri operations to Black Hills, are the first
joint regulatory filings made by Great Plains Energy and Aquila
regarding the proposed acquisition. The companies expect to file an
application with the Federal Energy Regulatory Commission and to
file Hart-Scott-Rodino antitrust notifications in the future. Great
Plains Energy expects that, upon closing of the transaction, Aquila
will be renamed and its operations integrated with KCP&L
operations. Great Plains Energy, headquartered in Kansas City, Mo.,
is the holding company for KCP&L, a leading regulated provider
of electricity in the Midwest, and Strategic Energy, LLC, a
competitive electricity supplier. The company's website is
www.greatplainsenergy.com. Based in Kansas City, Mo., Aquila owns
electric power generation and operates electric and natural gas
transmission and distribution networks serving nearly 1 million
customers in Colorado, Iowa, Kansas, Missouri and Nebraska. More
information on Aquila is available at www.aquila.com. Information
Concerning Forward-Looking Statements Statements made in this
document 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. In connection with the
safe harbor provisions of the Private Securities Litigation Reform
Act of 1995, Great Plains Energy is providing a number of important
factors, risks and uncertainties that could cause actual results to
differ materially for the provided forward-looking information.
These include: obtaining shareholder approvals required for the
transactions; the timing of, and the conditions imposed by,
regulatory approvals required for the transactions; satisfying the
conditions to the closing of the transactions; Great Plains Energy
successfully integrating the acquired Aquila businesses into its
other operations, avoiding problems which may result in either
company not operating as effectively and efficiently as expected;
the timing and amount of cost-cutting synergies; unexpected costs
or unexpected liabilities, or the effects of purchase accounting
may be different from Great Plains Energy�s expectations; the
actual resulting credit ratings of Great Plains Energy or Aquila or
their respective subsidiaries; the effects on the businesses of
Great Plains Energy or Aquila resulting from uncertainty
surrounding the transactions; the effect of future regulatory or
legislative actions on Great Plains Energy or Aquila; and other
economic, business, and/or competitive factors. Additional factors
that may affect the future results of Great Plains Energy and
Aquila are set forth in their most recent quarterly report on Form
10-Q or annual report on Form 10-K with the Securities and Exchange
Commission ("SEC"), which are available at
www.greatplainsenergy.com and www.aquila.com, respectively. Great
Plains Energy undertakes no obligation to publicly 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 In connection with the acquisition of Aquila by
Great Plains Energy, Great Plains Energy intends to file with the
SEC a registration statement on Form S-4, containing a joint proxy
statement/prospectus and other relevant materials. The final joint
proxy statement/prospectus will be mailed to the stockholders of
Great Plains Energy and Aquila. INVESTORS AND SECURITY HOLDERS OF
GREAT PLAINS ENERGY AND AQUILA ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND THE OTHER RELEVANT MATERIALS WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT GREAT PLAINS ENERGY, AQUILA AND THE ACQUISITION. The
registration statement and joint proxy statement/prospectus and
other relevant materials (when they become available), and any
other documents filed by Great Plains Energy or Aquila with the
SEC, may be obtained free of charge at the SEC�s web site at
www.sec.gov. In addition, investors and security holders may obtain
free copies of the documents (when they are available) filed with
the SEC by Great Plains Energy by directing a request to: Great
Plains Energy, 1201 Walnut, Kansas City, MO 64106, Attn: Investor
Relations. Investors and security holders may obtain free copies of
the documents filed with the SEC by Aquila by directing a request
to Aquila, 20 West Ninth Street, Kansas City, MO 64105, Attn:
Investor Relations. Participants in Proxy Solicitation Great Plains
Energy, Aquila and their respective executive officers and
directors may be deemed to be participants in the solicitation of
proxies relating to the proposed transaction. Information about the
executive officers and directors of Great Plains Energy and their
ownership of Great Plains Energy common stock is set forth in Great
Plains Energy�s Annual Report on Form 10-K for the year ended
December 31, 2006, which was filed with the SEC on February 27,
2007, and the proxy statement for Great Plains Energy�s 2007 Annual
Meeting of Stockholders, which was filed with the SEC on March 19,
2007. Information regarding Aquila directors and executive officers
and their ownership of Aquila common stock is set forth in Aquila�s
Annual Report on Form 10-K for the year ended December 31, 2006,
which was filed with the SEC on March 1, 2007 and the proxy
statement for Aquila�s 2007 Annual Meeting of Stockholders, which
was filed with the SEC on March 21, 2007. Investors and security
holders may obtain more detailed information regarding the direct
and indirect interests of Great Plains Energy, Aquila and their
respective executive officers and directors in the proposed
transaction by reading the joint proxy statement/prospectus
regarding the proposed transaction when it becomes available.
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