Algonquin Power & Utilities Corp. and the Empire District Electric Co. said a unit of Liberty Utilities Co., APUC’s regulated utility business, entered into a merger agreement in which Liberty Utilities will indirectly buy Empire and its units.
Under the terms of the all-cash transaction, which has been unanimously approved by the board of directors of each company, Empire’s shareholders will receive $34 per common share, representing an aggregate purchase price of about $2.4 billion, including the assumption of about $0.9 billion of debt as of September 30, 2015.
The purchase price represents a 21 percent premium to the closing price on February 8, 2016 and a 50 percent premium to Empire’s unaffected share price on December 10, 2015.
Closing of the transaction is subject to customary closing conditions, including the approval of Empire’s common shareholders, and the receipt of certain state and federal regulatory and government approvals, including approval of the relevant commissions of the states of Arkansas, Kansas, Missouri and Oklahoma, the Federal Communications Commission, the Committee on Foreign Investment in the United States and the Federal Energy Regulatory Commission (FERC), and the expiration or termination of the waiting period under the Hart-Scott-Rodino Act.
The transaction is expected to close in Q1 2017.
At the closing of the transaction, Empire will become a unit of Liberty Utilities and will cease to be a publicly-held corporation. Until such time as the acquisition closes, Empire expects to pay its regular quarterly dividends at the annualized rate (currently $1.04 per share).
The Empire District Electric Co. is a Joplin, Missouri based regulated electric, gas (through its unit the Empire District Gas Co.), and water utility, collectively serving about 218,000 customers in Missouri, Kansas, Oklahoma and Arkansas.