CLEVELAND, Nov. 23, 2016 /PRNewswire/ -- Gas Natural Inc.
(NYSE MKT: EGAS) ("Gas Natural" or the "Company"), a holding
company operating local natural gas utilities serving approximately
68,600 customers in four states, today announced the expiration of
the 42-day "go-shop" period pursuant to the terms of the previously
announced definitive merger agreement under which First Reserve
agreed to acquire all of the outstanding shares of Gas Natural
common stock for $13.10 per share in
cash (the "Merger Agreement").
Pursuant to the terms of the Merger Agreement, beginning on
October 10, 2016, and ending at
11:59 p.m. Eastern Time on
November 22, 2016, Gas Natural and
its authorized representatives, under the direction of Gas
Natural's board of directors, were permitted to actively initiate,
solicit, and encourage, and to enter into negotiations and
discussions with parties that offered, alternative proposals to
acquire Gas Natural.
During the "go-shop" period, representatives of Janney
Montgomery Scott LLC ("Janney"), financial advisor to the Company's
board, began the go-shop process by contacting a total of 78
potential acquirers, comprised of 62 strategic parties and 16
financial parties, which resulted in six parties negotiating and
entering into confidentiality agreements with the Company.
None of the parties that signed a confidentiality agreement
during the "go-shop" period was interested in pursuing an
alternative transaction, as Gas Natural did not receive any binding
proposals.
Starting at 12:00 a.m. Eastern
Time on November 23, 2016, Gas
Natural became subject to customary "no shop" provisions contained
in the Merger Agreement that limit its and its representatives'
ability to solicit alternative acquisition proposals from third
parties or to provide confidential information to third parties,
subject to customary "fiduciary out" provisions.
Gas Natural and First Reserve expect to complete the transaction
in the second half of 2017, subject to the satisfaction of
customary closing conditions, including the approval of the Maine
Public Utilities Commission, the Montana Public Service Commission,
the North Carolina Utilities Commission, the Public Utility
Commission of Ohio and Gas
Natural's shareholders, and the expiration of the applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act.
Janney is serving as exclusive financial advisor to the Company
and provided a fairness opinion to the Company's board of
directors. Kohrman Jackson & Krantz LLP is serving as
legal counsel to the Company in connection with the pending
transaction.
Lazard Frères & Co. LLC is serving as exclusive financial
advisor and Simpson Thacher & Bartlett LLP is serving
as legal counsel to First Reserve in connection with the
pending transaction.
About Gas Natural Inc.
Gas Natural Inc., a
holding company, distributes and sells natural gas to residential,
commercial, and industrial customers. It distributes approximately
21 billion cubic feet of natural gas to roughly 68,600 customers
through regulated utilities operating
in Montana, Ohio, Maine and North Carolina. The Company's other operations
include intrastate pipeline, natural gas production and natural gas
marketing. The Company's Montana public utility was
originally incorporated in 1909. Gas Natural
Inc. regularly posts information on its website
at www.egas.net.
About First Reserve
First Reserve is a leading
global private equity and infrastructure investment firm
exclusively focused on energy. With over 30 years of industry
insight, investment expertise and operational excellence, the Firm
has cultivated an enduring network of global relationships and
raised approximately USD $31 billion of aggregate capital
since inception. Putting these to work, First
Reserve has completed approximately 600 transactions
(including platform investments and add-on acquisitions), creating
several notable energy companies throughout the Firm's history.
Its portfolio companies operate on six continents, spanning
the energy spectrum from upstream oil and gas to midstream and
downstream, including resources, equipment and services and
infrastructure. For more information, please
visit www.firstreserve.com.
Safe Harbor Regarding Forward-Looking
Statements
The Company is including the following
cautionary statement in this release to make applicable, and to
take advantage of, the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 for any forward-looking
statements made by, or on behalf of, Gas Natural
Inc. Forward-looking statements are all statements other
than statements of historical fact, including, without limitation,
those that are identified by the use of the words "anticipates,"
"estimates," "expects" "intends," "plans," "predicts," "believes,"
"may," "will" and similar expressions. Such statements are
inherently subject to a variety of risks and uncertainties that
could cause actual results to differ materially from those
expressed. Factors that may affect forward-looking statements
and the Company's business generally include, but are not limited
to the Company's ability to complete the proposed transaction; any
event, change or circumstance that might give rise to the
termination of the merger agreement; the effect of the
announcement of the proposed transaction on the Company's
relationships with its customers, operating results and business
generally; the risk that the proposed transaction will not be
consummated in a timely manner; the failure to receive, on a timely
basis or otherwise, approval of the merger, and the other
transactions contemplated by the merger agreement, by the Company's
shareholders or the approval of government or regulatory agencies
with regard to the merger; the failure of one or more conditions to
the closing of the merger to be satisfied; risks arising from the
merger's diversion of management's attention from our ongoing
business operations; risks that the Company's stock price
may decline significantly if the merger is not completed; the
Company's ability to successfully integrate the operations of the
companies it has acquired and consummate additional acquisitions;
the Company's continued ability to make dividend payments; the
Company's ability to implement its business plan, grow earnings and
improve returns on investment; fluctuating energy commodity prices;
the possibility that regulators may not permit the Company to pass
through all of its increased costs to its customers; changes in the
utility regulatory environment; wholesale and retail competition;
the Company's ability to satisfy its debt obligations, including
compliance with financial covenants; weather conditions; litigation
risks; and various other matters, many of which are beyond the
Company's control; the risk factors and cautionary statements made
in the Company's public filings with the Securities and
Exchange Commission (the "SEC"); and other factors that the
Company is currently unable to identify or quantify, but may exist
in the future. Gas Natural Inc. expressly undertakes no
obligation to update or revise any forward-looking statement
contained herein to reflect any change in Gas Natural
Inc.'s expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. Additional factors that may affect the future results
of the Company are set forth in its filings with the SEC,
including its Annual Report on Form 10-K for the year
ended December 31, 2015 and recent Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K filed with the SEC,
which are available on the SEC's website
at www.sec.gov. Readers are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of the date thereof.
Additional Information and Where to find It:
This
communication may be deemed to be solicitation material in respect
of the merger of the Company and a subsidiary of First Reserve. In
connection with the merger, the Company filed a
preliminary proxy statement with the SEC on November 9, 2016, that contains important
information about the proposed transaction and related matters. The
Company intends to file additional relevant materials with
the SEC, including a proxy statement in definitive form and
will deliver a copy of the proxy statement to its shareholders.
Investors are urged to read the preliminary proxy
statement and the definitive proxy statement and other relevant
documents carefully and in their entirety when they become
available because they will contain important information about the
merger and related matters. Investors may obtain a free copy
of these materials (when they are available) and other documents
filed by the Company with the SEC at
the SEC's website at www.sec.gov, at the
Company's website at www.egas.net or by writing to
the Company's Corporate Secretary at Gas Natural
Inc., 1375 East 9th St., Suite 3100, Cleveland,
Ohio 44114, or by calling the
Company's Corporate Secretary at (216) 202-1509.
Security holders also may read and copy any reports, statements
and other information filed by the Company with the SEC at the SEC
public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 or visit the SEC's website for further
information on its public reference room.
Participants in The Solicitation
The Company
and its directors, executive officers and other persons may be
deemed to be participants in the solicitation of proxies in respect
of the transaction. Information regarding the Company's
directors and executive officers is available in the Company's
proxy statement filed with the SEC on June
20, 2016 in connection with its 2016 annual meeting of
shareholders. Other information regarding persons who may be
deemed participants in the proxy solicitation and a description of
their direct and indirect interests, by security holdings or
otherwise, will be contained in the proxy statement and other
relevant materials to be filed with the SEC when they become
available.
For more information, contact
Gas Natural
Inc.
|
Investor
Relations
|
James E. Sprague,
Chief Financial Officer
|
Deborah K. Pawlowski
or Karen L. Howard, Kei Advisors LLC
|
Phone: (216)
202-1564
|
Phone: (716)
843-3908 / (716) 843-3942
|
Email:
jsprague@egas.net
|
Email:
dpawlowski@keiadvisors.com / khoward@keiadvisors.com
|
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SOURCE Gas Natural Inc.