Statement from James P. Torgerson President and CEO, UIL Holdings Corporation
01 Luglio 2015 - 3:52PM
Business Wire
Clearly we were disappointed with the Connecticut Public
Utilities Regulatory Authority’s (PURA) draft decision regarding
the Iberdrola-UIL Change of Control proceeding (docket no.
15-03-45).
As such, we are carefully reviewing the draft decision. While
the current draft language would, if adopted as final, deny the
change of control of UIL, the draft decision also provides an
opportunity to UIL and Iberdrola to address the concerns that PURA
expresses in the draft decision. We look forward to providing
clarification and additional information to PURA quickly.
We truly believe the proposed transaction can bring significant
value to our customers, including tangible benefits, as we continue
to deliver safe and reliable service.
Forward-looking statements
Certain statements contained in this communication regarding
matters that are not historical facts, are forward-looking
statements (as defined in the Private Securities Litigation Reform
Act of 1995). These include statements regarding management’s
intentions, plans, beliefs, expectations or forecasts for the
future. Such forward-looking statements are based on our
expectations and involve risks and uncertainties; consequently,
actual results may differ materially from those expressed or
implied in the statements. In addition, risks and uncertainties
related to the proposed merger with a subsidiary of Iberdrola USA,
Inc. (Iberdrola USA) include, but are not limited to, the expected
timing and likelihood of completion of the pending merger,
including the timing, receipt and terms and conditions of any
required governmental and regulatory approvals of the pending
merger that could reduce anticipated benefits or cause the parties
to abandon the transaction, the ability to successfully integrate
the businesses, the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger
agreement, the possibility that UIL Holdings Corporation’s (UIL)
shareowners may not approve the merger agreement, the risk that the
parties may not be able to satisfy the conditions to the proposed
merger in a timely manner or at all, risks related to disruption of
management time from ongoing business operations due to the
proposed merger, the risk that any announcements relating to the
proposed merger could have adverse effects on the market price of
UIL’s common stock, and the risk that the proposed transaction and
its announcement could have an adverse effect on the ability of UIL
to retain and hire key personnel and maintain relationships with
its suppliers, and on its operating results and businesses
generally.
New factors emerge from time to time and it is not possible for
us to predict all such factors, nor can we assess the impact of
each such factor on the business or the extent to which any factor,
or combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
These risks, as well as other risks associated with the merger,
will be more fully discussed in the proxy statement/prospectus that
will be included in the Registration Statement on Form S-4 that
will be filed with the SEC in connection with the merger.
Additional risks and uncertainties are identified and discussed in
UIL’s reports filed with the SEC and available at the SEC’s website
at www.sec.gov. Forward-looking statements included in this
communication speak only as of the date of this communication. UIL
does not undertake any obligation to update its forward-looking
statements to reflect events or circumstances after the date of
this communication other than as required by applicable law.
Important Information For Investors And Shareholders
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed transaction
between UIL and Iberdrola USA. In connection with the proposed
transaction between UIL and Iberdrola USA, Iberdrola USA intends to
file with the SEC a registration statement on Form S-4, containing
a proxy statement of UIL, that will also constitute a prospectus of
Iberdrola USA. UIL will mail the proxy statement/prospectus to
UIL’s shareholders. UIL AND IBERDROLA USA URGE INVESTORS AND
SHAREHOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE
PROPOSED MERGER WHEN IT BECOMES AVAILABLE, AS WELL AS OTHER
DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC, BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. This communication is not a substitute for the
registration statement, definitive proxy statement/prospectus or
any other documents that Iberdrola USA or UIL may file with the SEC
or send to shareholders in connection with the proposed
transaction.
You may obtain copies of all documents filed with the SEC
regarding this proposed transaction (when available), free of
charge, at the SEC’s website (www.sec.gov). Copies of the documents
filed with the SEC by UIL are available free of charge on UIL’s
website at www.uil.com or by contacting UIL’s Investor Relations
Department at 203-499-2409. Copies of the documents filed with the
SEC by Iberdrola USA are available free of charge on Iberdrola
USA’s website at www.iberdrolausa.com or by contacting Iberdrola’s
Investor Relations department at +34-91-784-2743.
Participants in Solicitation
UIL and its directors and executive officers, and Iberdrola USA
and its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from the holders of UIL
common stock in respect of the proposed transaction. Information
about UIL’s executive officers and directors is set forth in UIL’s
definitive proxy statement for its 2015 Annual Meeting of
Shareholders, which was filed with the SEC on April 1, 2015. Other
information regarding the interests of such individuals, as well as
information regarding Iberdrola USA’s directors and executive
officers, will be set forth in the proxy statement/prospectus,
which will be included in Iberdrola USA’s registration statement on
Form S-4 when it is filed with the SEC. You may obtain free copies
of these documents as described in the preceding paragraph.
About UIL Holdings Corporation:
Headquartered in New Haven, Connecticut, UIL Holdings
Corporation (NYSE:UIL) is a diversified energy delivery company
serving more than 725,000 electric and natural gas utility
customers in 67 communities across two states, with combined total
assets of over $5 billion.
UIL is the parent company of The United Illuminating Company
(UI), The Southern Connecticut Gas Company (SCG), Connecticut
Natural Gas Corporation (CNG), and The Berkshire Gas Company, each
more than 100 years old. UI provides for the transmission and
delivery of electricity and other energy related services for
Connecticut's Greater New Haven and Bridgeport areas. SCG and CNG
are natural gas distribution companies that serve customers in
Connecticut, while Berkshire Gas serves natural gas customers in
western Massachusetts. UIL employs more than 1,900 people in the
New England region.
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version on businesswire.com: http://www.businesswire.com/news/home/20150701005936/en/
Media:UIL Holdings CorporationMichael A. West Jr.,
203-499-3858
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