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8-K - FORM 8-K - PENNICHUCK CORP | c12422e8vk.htm |
EX-99.1 - EXHIBIT 99.1 - PENNICHUCK CORP | c12422exv99w1.htm |
Exhibit 99.2
For Immediate Release: February 7, 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
Pennichuck Corporation and City of Nashua file Joint Petition
with NH Public Utilities Commission to Approve Merger
with NH Public Utilities Commission to Approve Merger
MERRIMACK, NH (February 7, 2011) Pennichuck Corporation (NASDAQ: PNNW) today announced that on
Friday, February 4, 2011, the City of Nashua, New Hampshire (the City) and the Company filed a
joint petition with the New Hampshire Public Utilities Commission (NHPUC) requesting that the
NHPUC approve the acquisition of the Company by the City pursuant to a Merger Agreement made
effective as of November 11, 2010.
On November 12, 2010, the Company announced that it had entered into a Merger Agreement with the
City pursuant to which the City will 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. At that
time, the Company also announced that, among other conditions precedent and contingencies, (a)
consummation of the transaction is subject to advance approval by the NHPUC pursuant to New
Hampshire law, and (b) 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.
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 begin on or about February 24, 2011 and
will include notice to interested parties, public hearings, discovery and testimony by the City,
the Company and other interested parties, may extend into the third or fourth quarter of calendar
2011.
Closing of this transaction is also subject to (i) approval and ratification of the Merger
Agreement and the related financing by affirmative vote of not less than two-thirds of the Citys
Board of Aldermen within a 90-day period set by law, (ii) approval by the holders of not less than
two-thirds of the outstanding shares of the Companys common stock, and (iii) Nashuas ability to
obtain appropriate financing after all conditions precedent (including those specified above and
other customary closing conditions) have been met.
On January 11, 2011, the Board of Aldermen voted 14 to 1 to approve and ratify the Merger Agreement
and the issuance of bonds to finance the acquisition. 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.
Commenting on the acquisition, Duane C. Montopoli, Pennichucks President and Chief Executive,
said, This stock sale will enable our shareholders to avoid double-taxation and the City will
acquire more assets at a lower total cost than would have applied in a condemnation taking.
Consequently, this is a true win-win outcome for both the Companys shareholders and the citizens
of Nashua.
He added, I am also very pleased to note that we have been able to resolve this dispute in a
manner that will allow our workforce to continue providing exceptional service to the customers and
communities we serve.
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
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statutory 90-day period within which the City 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 the City 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.
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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