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Regulatory Process Begins: Emera-Bangor Hydro Deal
BANGOR, Maine (August 8, 2000) - Emera Inc. (TSE - EMA), formerly N.S. Power Holdings Inc., and Bangor Hydro-Electric Company (NYSE - BGR) jointly filed a petition with the Maine Public Utilities Commission (MPUC) today seeking approval of Emera's proposed acquisition of all of Bangor Hydro's outstanding common stock. On June 30, 2000, the companies announced that Emera had agreed to purchase those shares for US$26.50 per share in cash.
Upon completion of the transaction, Bangor Hydro would become a wholly owned subsidiary of Emera, but would continue to operate with the same name. Management operation and employment at Bangor Hydro will be largely unaffected by the merger. After the closing of the transaction, each of Bangor Hydro's outstanding warrants to purchase common stock will entitle the holder to receive US$26.50 in cash, less the exercise price. The petition is the first step in a process that includes approvals from BHE shareholders and from various regulatory agencies, including the Maine Public Utilities Commission, the Securities and Exchange Commission, and the Federal Energy Regulatory Commission. The companies anticipate that completion of these approvals will take 9 to 12 months.
The joint petition outlines the terms and conditions of the merger agreement, describes the approvals required, and explains the anticipated benefits from the transaction. The expected benefits include lower costs and risks from Bangor Hydro's association with a larger but similar company, stability in electric rates, the ability to continue high quality customer service, and financial gains for Maine communities that hold warrants for Bangor Hydro common stock. Almost 80 Maine communities hold a total of 791,000 warrants for Bangor Hydro shares, which if held until closing, will entitle them to payment of more than $15.4 million. Emera has also committed that Bangor Hydro's charitable and economic development programs will be maintained at or above historic levels.
"Our strength and expertise will bring added value to all Bangor Hydro customers," said Chris Huskilson, Emera's Executive Vice-President, Operations. "The Bangor Hydro name and commitment to local communities will continue. We'll also be taking advantage of synergies between the two companies to improve service and reliability."
"This transaction is good news for our customers," said Carroll Lee, Bangor Hydro's Senior Vice President and Chief Operating Officer. "In a changing environment for transmission and distribution utilities, this will enable us to stabilize rates while maintaining the high levels of service our customers have come to expect and enjoy." Chris Huskilson adds: "The MPUC has set some precedents to protect ratepayers against merger costs. In keeping with that history, we will file an alternative rate plan with the MPUC next spring for its consideration. In short, we will not seek to increase rates to cover merger or acquisition costs."
Bangor Hydro services a population of about 192,000 in an area encompassing 5,275 square miles in eastern Maine. Bangor Hydro is a member of the New England Power Pool and is interconnected with the other New England utilities to the south and New Brunswick Power to the north.
Emera is a diversified energy and services company, with 440,000 customers and $2.9 billion (Cdn) in assets. It owns 100% of Nova Scotia Power Inc., the primary electricity supplier in the province of Nova Scotia. Emera's energy product line also includes bunker oil, diesel fuel and light fuel oil. Emera has a 12.5% interest in the Maritimes and Northeast Pipeline, which delivers Sable Island natural gas to markets in Maritime Canada and the northeastern United States.