DALLAS, Feb. 7, 2019 /PRNewswire/ -- InfraREIT, Inc.
(NYSE: HIFR) ("InfraREIT" or the "Company") stockholders voted to
adopt the Agreement and Plan of Merger dated Oct. 18, 2018, at a Special Meeting of
Stockholders today.
The Agreement and Plan of Merger, which the Company refers to as
the "Merger Agreement," includes the acquisition of InfraREIT by
affiliates of Oncor Electric Delivery Company LLC, and other
related transactions. The Company previously was granted
early termination of the waiting period required with respect to
the transactions under the Hart-Scott-Rodino Act and has obtained
the lender consents required under the Merger Agreement. The
transactions remain subject to the approval of the Public Utility
Commission of Texas, Federal
Energy Regulatory Commission and the Committee on Foreign
Investment in the United States,
as well as other customary closing conditions.
Upon completion of the merger, each share of the Company's
common stock issued and outstanding (other than certain shares of
common stock specified in the Merger Agreement) will be converted
into the right to receive $21.00 in
cash, without interest, and subject to deduction for any required
withholding taxes.
"We thank our stockholders for this vote of confidence in what
we believe is the best path forward for them, for ERCOT
transmission customers, and for all stakeholders in Texas," said David A.
Campbell, President and Chief Executive Officer of
InfraREIT. "Our goal is to complete the regulatory approval process
and close the transaction by mid-2019."
The special stockholders' meeting was held this morning at
11:00 a.m. Central Time at
InfraREIT's corporate headquarters in Dallas.
About InfraREIT, Inc.
InfraREIT is a real estate
investment trust that is engaged in owning and leasing
rate-regulated electric transmission assets in the state of
Texas. The Company is externally managed by Hunt Utility
Services, LLC, an affiliate of Hunt Consolidated, Inc. (a
diversified holding company based in Dallas, Texas and managed by the Ray L. Hunt
family). The Company's shares are traded on the New York
Stock Exchange under the symbol "HIFR". Additional
information on InfraREIT is available at www.InfraREITInc.com.
Forward-Looking Statements
This release contains
forward-looking statements within the meaning of the federal
securities laws. These statements give the current
expectations of the Company's management. Words such as "could,"
"will," "may," "assume," "forecast," "strategy," "guidance,"
"outlook," "target," "expect," "intend," "plan," "estimate,"
"anticipate," "believe," or "project" and similar expressions are
used to identify forward-looking statements. Without limiting
the generality of the foregoing, forward-looking statements
contained in this release include the Company's expectations
regarding the consummation of the transactions described
herein.
Forward-looking statements can be affected by assumptions used
or known or unknown risks or uncertainties. Consequently, no
forward-looking statements can be guaranteed and actual results may
differ materially and adversely from those reflected in the
forward-looking statements. Factors that could cause actual
results to differ materially from those indicated in the
forward-looking statements include, among other things,
(a) the risks and uncertainties disclosed in the Company's
Annual Report on Form 10-K and the Company's Quarterly Reports
on Form 10-Q filed with the U.S. Securities and Exchange
Commission ("SEC") from time to time and (b) the following
risks inherent in the transactions (in addition to others described
elsewhere in this document and in the subsequent filings with the
SEC): (1) failure to obtain regulatory approval necessary to
consummate the transactions or to obtain regulatory approvals on
favorable terms and (2) delays in consummating the transactions or
the failure to consummate the transactions.
Because the Company's forward-looking statements are based on
estimates and assumptions that are subject to significant business,
economic and competitive uncertainties, many of which are beyond
the Company's control or are subject to change, actual results
could be materially different and any or all of the Company's
forward-looking statements may turn out to be wrong.
Forward-looking statements speak only as of the date made and
can be affected by assumptions the Company might make or by known
or unknown risks and uncertainties. Many factors mentioned in
this release and in the Company's annual and quarterly reports will
be important in determining future results. Consequently, the
Company cannot assure you that the Company's expectations or
forecasts expressed in such forward-looking statements will be
achieved.
For additional information, contact:
Brook
Wootton
Vice President, Investor Relations
InfraREIT, Inc.
214-855-6748
View original content to download
multimedia:http://www.prnewswire.com/news-releases/infrareit-stockholders-approve-merger-agreement-300790907.html
SOURCE InfraREIT, Inc.