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8-K - FORM 8-K - PENNICHUCK CORP | c12422e8vk.htm |
EX-99.2 - EXHIBIT 99.2 - PENNICHUCK CORP | c12422exv99w2.htm |
Exhibit 99.1
For Immediate Release: January 12, 2011
For More Information, Contact:
Duane C. Montopoli, President and Chief Executive Officer
Phone: 603-913-2300
Fax: 603-913-2305
Duane C. Montopoli, President and Chief Executive Officer
Phone: 603-913-2300
Fax: 603-913-2305
City of Nashua Ratifies Merger Agreement with Pennichuck Corporation
MERRIMACK, NH (January 12, 2011) Pennichuck Corporation (NASDAQ: PNNW) today announced that last
night, January 11, 2011, the Board of Aldermen of the City of Nashua, New Hampshire (City)
approved and ratified, by more than a two-thirds majority vote, the Merger Agreement between the
City and the Company and the issuance of bonds to finance the acquisition. The actual vote was 14
in favor and 1 opposed.
On November 12, 2010, the Company announced that it had entered into a definitive merger agreement
(Merger Agreement) with the City pursuant to which the City will, subject to a number of
conditions precedent and contingencies, purchase all of the outstanding common stock and common
stock equivalents of the Company for $29.00 per share, or approximately $138 million, in cash.
While the Merger Agreement was executed and made effective on November 11, 2010, under New
Hampshire law an affirmative vote of not less than two-thirds of the Citys Board of Aldermen
within a 90-day time period set by law is required to approve and ratify the Merger Agreement and
the related financing.
As previously announced, it is the Companys contention that the 90-day period within which the
affirmative two-thirds majority vote must be obtained was not triggered prior to the November 11,
2010 effective date of the Merger Agreement. For more information on this topic, see the Companys
press releases issued on June 2, June 30 and November 12, 2010, the related Form 8-K filings with
the U.S. Securities and Exchange Commission (the SEC), and the Companys Quarterly Report on Form
10-Q for the quarter ended September 30, 2010, also filed with the SEC.
Separate and apart from the two-thirds majority vote requirement, consummation of the transaction
is subject to advance approval by the New Hampshire Public Utilities Commission (NHPUC) pursuant
to New Hampshire law, including the states utility municipalization statute RSA 38 and special
2007 legislation relating to the Citys right to purchase and hold the Companys common stock. The
Company cannot predict how or when the NHPUC will rule on the transaction. However, the Company
believes the review process, which is expected to include notice to interested parties, public
hearings,
discovery and testimony by the City, the Company and other interested parties, may extend into the
second half of calendar 2011. The Citys obligation to complete the transaction is subject to
there being no approval conditions imposed by the NHPUC that would materially adversely affect the
Citys expected economic benefits from the transaction.
Closing of this transaction is also subject to (i) approval by the holders of not less than
two-thirds of the outstanding shares of the Companys common stock, and (ii) Nashuas ability to
obtain appropriate financing after all conditions precedent (including those specified above and
other customary closing conditions) have been met.
While the Company and the City remain committed to completing this transaction as quickly as
possible, it is not possible to predict whether all the approvals, contingencies and other
conditions precedent to closing will be obtained, resolved or satisfied, as applicable, and
therefore if and when the transaction will close.
About Pennichuck Corporation
Pennichuck Corporation is a holding company involved principally in the supply and distribution of
potable water in New Hampshire through its three regulated water utilities. Its non-regulated,
water-related activities include operations and maintenance contracts with municipalities and
private entities in New Hampshire and Massachusetts. The Companys real estate operations are
involved in the ownership, management and commercialization of real estate in southern New
Hampshire.
Pennichuck Corporations common stock trades on the Nasdaq Global Market under the symbol PNNW.
Upon completion of the transaction, Pennichucks common stock will cease to be publicly traded.
The Companys website is at www.pennichuck.com.
Forward-Looking Statements
This news release may contain certain forward-looking statements with respect to the financial
condition, results of operations and business of Pennichuck Corporation. Forward-looking
statements are based on current information and expectations available to management at the time
the statements are made, and are subject to various factors, risks and uncertainties that could
cause actual results to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, a future judicial or regulatory
determination that events prior to the November 11, 2010 effective date of our merger agreement
with the city of Nashua constituted a final determination of the price to be paid under RSA 38:13
and triggered the statutory 90-day period within which Nashua was required to decide whether to
take, by eminent domain, the assets of our Pennichuck Water Works, Inc. subsidiary; the expiration
of said 90-day period without Nashua having made any such decision; the outcome of requests for
rate relief from the NHPUC from time to time; the implications of the New Hampshire Supreme Courts
March 25, 2010 decision affirming the eminent domain order of the NHPUC in favor of the City of
Nashua; legislation and/or regulation
and accounting factors affecting Pennichuck Corporations financial condition and results of
operations; the availability and cost of capital, including the impact on our borrowing costs of
changes in interest rates; and, the impact of weather. Investors are encouraged to access
Pennichuck Corporations annual and quarterly periodic reports filed with the Securities and
Exchange Commission for financial and business information regarding Pennichuck Corporation,
including a more detailed discussion of these and other risks and uncertainties that could affect
Pennichuck Corporations forward-looking statements. We undertake no obligation to update or
revise publicly any forward-looking statement.
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Additional Information and Where to Find It
Pennichuck Corporation plans to file with the U.S. Securities and Exchange Commission and mail to
its shareholders a proxy statement in connection with the transaction (the Proxy Statement). The
Proxy Statement will contain important information about Pennichuck Corporation, the proposed
acquisition by the City of Nashua and related matters. EXISTING AND PROSPECTIVE PENNICHUCK
CORPORATION SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED
TRANSACTION WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL
AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION.
Pennichuck Corporation security holders will be able to obtain free copies of the Proxy Statement
and other documents filed with the SEC by Pennichuck Corporation through the web site maintained by
the SEC at www.sec.gov. In addition, documents filed by Pennichuck Corporation with the SEC,
including filings that will be incorporated by reference in the Proxy Statement, can be obtained,
without charge, upon written request addressed to Roland E. Olivier, Secretary, Pennichuck
Corporation, 25 Manchester Street, Merrimack, New Hampshire 03054.
Participants in the Solicitation
Pennichuck Corporation, its directors, executive officers and other members of management, and the
City of Nashua and its officials and employees may be deemed to be participants in the solicitation
of proxies in respect of the acquisition contemplated by the merger agreement. Information
regarding Pennichuck Corporations directors and executive officers is contained in Pennichuck
Corporations Annual Report on Form 10-K for the year ended December 31, 2009, as filed with the
SEC on March 4, 2010, and its proxy statement for its 2010 annual meeting, as filed with the SEC on
March 26, 2010. Information about the City and its officials can be found at
http://www.gonashua.com. Additional information regarding the interests of those participants may
be obtained by reading the Proxy Statement regarding the proposed transaction when it becomes
available. EXISTING AND PROSPECTIVE SECURITY HOLDERS SHOULD READ THE PROXY STATEMENT AND OTHER
DOCUMENTS TO BE FILED WITH THE
SEC CAREFULLY BEFORE MAKING AN INVESTMENT DECISION WITH RESPECT TO PENNICHUCK CORPORATION
SECURITIES.
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