ST. JOHN'S, Newfoundland and
Labrador and NOVI, Mich., Aug. 16,
2016 /PRNewswire/ -- Fortis Inc. ("Fortis" or "the
Corporation") (TSX: FTS) and ITC Holdings Corp. ("ITC") (NYSE: ITC)
today announced the final approval of the Oklahoma Corporation
Commission ("OCC") of the Corporation's application to acquire
ITC. The approval marks another milestone in the
regulatory approval process with the transaction expecting to close
by the end of the year.
"The Oklahoma Corporation Commission plays an important role in
protecting the interests of all Oklahomans," said Barry Perry, President and Chief Executive
Officer of Fortis. "We are pleased with the approval from the
OCC, and look forward to continuing to serve the transmission needs
of the State of
Oklahoma."
"We appreciate the work by the Commissioners and staff
throughout this process," said Joseph L.
Welch, Chairman, President and Chief Executive Officer of
ITC. "We remain committed to the State of Oklahoma and look forward to
continued discussions to grow our business across the State."
Fortis and ITC shareholders approved the acquisition at
shareholder meetings held on May 5
and June 22, 2016, respectively. Approval required
from the Committee on Foreign Investment in the United States was received on July 8, 2016, and the post-filing waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, expired August 10,
2016. The closing of the acquisition of ITC remains
subject to receipt of certain other regulatory authorizations,
including other State approvals.
About Fortis
Fortis is a leader in the North American electric and gas
utility business, with total assets of approximately CAD$29 billion and fiscal 2015 revenue of
CAD$6.7 billion. The Corporation's
asset mix is approximately 94% regulated (69% electric, 25% gas),
with the remaining 6% comprised of non-regulated energy
infrastructure. The Corporation's regulated utilities serve more
than 3 million customers across Canada, the United
States and the Caribbean.
Fortis shares are listed on the TSX and trade under the symbol
FTS. Additional information can be accessed at
www.fortisinc.com, www.sedar.com, or www.sec.gov.
About ITC:
ITC is the largest independent electric transmission company in
the United States. Based in
Novi, Michigan, ITC invests in the
electric transmission grid to improve reliability, expand access to
markets, allow new generating resources to interconnect to its
transmission systems and lower the overall cost of delivered
energy. Through its regulated operating subsidiaries
ITCTransmission, Michigan Electric Transmission Company, ITC
Midwest and ITC Great Plains, ITC owns and operates
high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load
exceeding 26,000 megawatts along approximately 15,700 circuit miles
of transmission line. ITC's grid development focus includes growth
through regulated infrastructure investment as well as domestic and
international expansion through merchant and other commercial
development opportunities. Additional information can be accessed
at www.itc-holdings.com or www.sec.gov. (ITC-itc-F)
Fortis and ITC include forward-looking statements in this
press release within the meaning of applicable securities laws
including the Private Securities Litigation Reform Act of 1995.
Forward-looking statements included in this press release reflect
expectations of Fortis and/or ITC management regarding future
growth, results of operations, performance, business prospects and
opportunities. Wherever possible, words such as "anticipates",
"believes", "budgets", "could", "estimates", "expects",
"forecasts", "intends", "may", "might", "plans", "projects",
"schedule", "should", "target", "will", "would" and the negative of
these terms and other similar terminology or expressions have been
used to identify the forward-looking statements, which include,
without limitation: statements related to the acquisition of ITC,
the expected timing, and conditions precedent to the closing of the
acquisition, including regulatory approvals.
Forward-looking statements involve significant risk,
uncertainties and assumptions. Certain material factors or
assumptions have been applied in drawing the conclusions contained
in the forward-looking statements. These factors or assumptions are
subject to inherent risks and uncertainties surrounding future
expectations generally, including those identified from time to
time in the forward-looking statements. Such risk factors or
assumptions include, but are not limited to, risks relating to the
ability to obtain regulatory approvals in connection with the
acquisition and the timing and terms thereof, risks relating to
failure to complete the acquisition and the timing thereof and the
risk that conditions to the acquisition may not be satisfied, and
risks relating to the potential decline in the Fortis share price
negatively impacting the value of the consideration offered to ITC
shareholders. Fortis and ITC caution readers that a number of
factors could cause actual results, performance or achievements to
differ materially from the results discussed or implied in the
forward-looking statements. These factors should be considered
carefully and undue reliance should not be placed on the
forward-looking statements. For additional information with respect
to certain of these risks or factors, reference should be made to
the continuous disclosure materials filed from time to time by
Fortis or ITC with Canadian securities regulatory authorities and
the Securities and Exchange Commission. Fortis and ITC disclaim any
intention or obligation to 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
Fortis filed with the United States Securities and Exchange
Commission (the "SEC") a registration statement on Form F-4
including a proxy statement of ITC and a prospectus of Fortis, and
other documents in connection with the acquisition by Fortis of
ITC, which was declared effective by the SEC on May 16, 2016. This communication is not a
substitute for the registration statement, definitive proxy
statement/prospectus or any other document that Fortis and/or ITC
has filed or may file with the SEC in connection with the
acquisition. INVESTORS AND SECURITY HOLDERS OF FORTIS AND ITC ARE
URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY
STATEMENT/PROSPECTUS, AND ANY OTHER FILINGS THAT MAY BE MADE WITH
THE SEC IN CONNECTION WITH THE ACQUISITION WHEN THEY BECOME
AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
ACQUISITION. The registration statement and proxy
statement/prospectus containing the definitive proxy
statement/prospectus and other documents filed by Fortis and/or ITC
with the SEC are available free of charge at the SEC's website
at www.sec.gov, on Fortis' website
at www.fortisinc.com or by contacting
Fortis' Investor Relations department. Copies of the document filed
with the SEC by ITC can also be obtained free of charge from ITC
upon written request to ITC at ITC, Investor Relations, 27175
Energy Way, Novi, MI 48377. You
may also read and copy any reports, statements and other
information filed by Fortis and ITC with the SEC at the SEC public
reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC
at (800) 732-0330 or visit the SEC's website for further
information on its public reference room. 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, nor
shall there be any sale of securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
appropriate registration or qualification under the securities laws
of such jurisdiction. No offering of securities shall be made
except by means of a prospectus meeting the requirements of Section
10 of the U.S. Securities Act of 1933, as amended, and otherwise in
accordance with applicable law.
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SOURCE ITC Holdings Corp.