HOUSTON, June 30, 2016 /PRNewswire/ -- Columbia
Pipeline Group, Inc. (NYSE: CPGX) ("CPG") today announced that, on
the morning of June 30, 2016,
TransCanada Corporation (TSX: TRP) (NYSE: TRP) ("TransCanada") and
CPG held a closing with respect to the acquisition of CPG by
TransCanada, at which time the parties confirmed that all
conditions to the closing of the merger were satisfied. After
the closing, the parties filed a certificate of merger with the
Secretary of State of the State of
Delaware, which provides that the merger will become
effective at 12:01 a.m., Eastern Daylight
Time, on July 1, 2016.
At the effective time of the merger, shares of CPG common stock
will be cancelled and converted into the right to receive
$25.50 per share in cash, without
interest, subject to the terms and conditions set forth in the
merger agreement entered into by CPG and TransCanada on
March 17, 2016.
Shares of CPG common stock will continue to trade on the NYSE on
June 30, 2016 and will be suspended
from trading on the NYSE effective as of the opening of trading on
July 1, 2016. On July 1, 2016, CPG will direct the NYSE to file a
Form 25 on CPG's behalf with the Securities and Exchange Commission
to commence the process of delisting the shares of CPG common stock
from the NYSE and deregistering such shares under the Securities
Exchange Act of 1934.
The per share merger consideration of $25.50 in cash implies an aggregate purchase
price for CPG of approximately $13
billion, including the assumption of approximately
$2.8 billion of debt. Upon
completion of the acquisition, CPG will be an indirect wholly owned
subsidiary of TransCanada.
About Columbia Pipeline Group, Inc.
Columbia Pipeline Group, Inc. operates approximately 15,000
miles of strategically located interstate pipeline, gathering and
processing assets extending from New
York to the Gulf of Mexico,
including an extensive footprint in the Marcellus and Utica shale production areas. CPG also
operates one of the nation's largest underground natural gas
storage systems. CPG is listed on the NYSE under the ticker
symbol CPGX.
Forward-Looking Statements
Certain statements in this release may constitute
"forward-looking statements" within the meaning of Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and the Private Securities Litigation Reform Act of 1995
concerning CPG and the proposed merger with TransCanada.
Forward-looking statements are statements other than historical
facts and that frequently use words such as "anticipate,"
"believe," "continue," "could," "estimate," "expect," "forecast,"
"intend," "may," "plan," "position," "should," "strategy,"
"target," "will" and similar words. All such forward-looking
statements speak only as of the date of this release. Although CPG
believes that the plans, intentions and expectations reflected in
or suggested by the forward-looking statements are reasonable,
there is no assurance that these plans, intentions or expectations
will be achieved and such statements are subject to various risks
and uncertainties. Therefore, actual outcomes and results could
materially differ from what is expressed, implied or forecasted in
such statements and readers are cautioned not to place undue
reliance on such statements. CPG's business may be influenced by
many factors that are difficult to predict, involve uncertainties
that may materially affect actual results and are often beyond
CPG's control. These factors include, but are not limited to, the
occurrence of any event, change or other circumstance that could
give rise to termination of the merger agreement with TransCanada;
risks related to disruption of management's attention from CPG's
ongoing business operations due to the pending merger; the impact
of the announcement of the proposed merger on relationships with
third parties, including commercial counterparties, employees and
competitors, and risks associated with the loss and ongoing
replacement of key personnel; risks relating to unanticipated costs
of integration in connection with the proposed merger, including
operating costs, customer loss or business disruption being greater
than expected; changes in general economic conditions; competitive
conditions in our industry; actions taken by third-party operators,
processors and transporters; the demand for natural gas storage and
transportation services; our ability to successfully implement our
business plan; our ability to complete internal growth projects on
time and on budget; the price and availability of debt and equity
financing; the availability and price of natural gas to the
consumer compared with the price of alternative and competing
fuels; competition from the same and alternative energy sources;
energy efficiency and technology trends; operating hazards and
other risks incidental to transporting, storing and gathering
natural gas; natural disasters, weather-related delays, casualty
losses, acts of war and terrorism and other matters beyond our
control; interest rates; labor relations; large customer defaults;
changes in the availability and cost of capital; changes in tax
status; the effects of existing and future laws and governmental
regulations; and the effects of future litigation, including
litigation relating to the proposed merger with TransCanada. We
caution that the foregoing list of factors is not exhaustive.
Additional information about these and other factors can be found
in CPG's Annual Report on Form 10-K filed with the U.S.
Securities and Exchange Commission (the "SEC") for the fiscal year
ended December 31, 2015, as amended, and CPG's other filings
with the SEC, which are available at http://www.sec.gov. All
forward-looking statements included in this press release are
expressly qualified in their entirety by such cautionary
statements. CPG expressly disclaims any obligation to update, amend
or clarify any forward-looking statement to reflect events, new
information or circumstances occurring after the date of this
release except as required by applicable law.
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SOURCE Columbia Pipeline Group, Inc.
