Further re Niagara Mohawk

National Grid Group PLC 17 January 2002 National Grid Receives Securities and Exchange Commission Approval for Niagara Mohawk Acquisition - Acquisition now expected to close by end January National Grid Group plc ('National Grid') announces that on 16 January it received approval from the US Securities and Exchange Commission, under the Public Utility Holding Company Act of 1935, for its acquisition of Niagara Mohawk Holdings, Inc. (Niagara Mohawk). This is the final regulatory approval required to complete the acquisition. National Grid expects to close the acquisition on 31 January 2002. Roger Urwin, Chief Executive of National Grid Group said, 'Following the recent shareholder approval of the Scheme of Arrangement, the SEC approval makes this an excellent start to the New Year for National Grid. We can now look to implement our integration plans and begin to deliver the benefits of the Niagara Mohawk acquisition. 'National Grid's US strategy continues to transform the shape and potential of the company. Niagara Mohawk will double the size of our US business with more than 60 per cent of the Group's electricity operating profits coming from the US. The acquisition is expected to enhance earnings per share before exceptional items and after goodwill amortisation in the first full year after completion. We are confident that we will meet our objective of earning a nominal pre-tax return of 10.5 per cent on our expanded US business by the year ending March 2005, underpinning our target to increase dividends per share by five per cent per annum in real terms up to 2006.' In accordance with the terms of the Merger Agreement, Niagara Mohawk shareholders will receive consideration of $18.89 for each share of Niagara Mohawk common stock held, valuing the equity of Niagara Mohawk at $3.0 billion (£2.1 billion). The per share consideration was determined by the average US dollar price of five National Grid Ordinary shares being $32.22 as calculated from 20 trading days randomly selected from the 40 consecutive trading day period 13 November 2001 to 10 January 2002. As the average price is below the bottom of the range of $32.50 to $51.00 specified in the Merger Agreement, the base $19.00 consideration per Niagara Mohawk share has been reduced by two-thirds of the percentage decrease below $32.50. Niagara Mohawk shareholders can elect to receive their consideration in the form of $18.89 cash per share, 0.5863 National Grid American Depositary Shares per share, or a combination of both. The Merger Agreement states that the total amount of cash payable to Niagara Mohawk shareholders will be $1.015 billion, but National Grid will increase this amount to 50 per cent of the total consideration, if it receives sufficient cash elections. National Grid will, so far as possible, satisfy Niagara Mohawk shareholders' elections. However, to the extent that they cannot be satisfied in full they will be scaled down on a pro rata basis. The deadline for Niagara Mohawk shareholders to return their forms of election to the Exchange Agent, The Bank of New York, is 5:00 pm (New York time) on 24 January 2002. Election materials and delivery instructions were mailed to Niagara Mohawk shareholders on 27 December 2001. Niagara Mohawk shareholders who did not receive that mailing should contact the information agent for this transaction, Mellon Investor Services, on +1 800 953 2703 as soon as possible. Mailing and delivery instructions are also available on the companies' websites at www.nationalgrid.com and www.niagaramohawk.com. Forward-Looking Statements This statement contains certain statements that are neither reported financial results nor other historic information. These statements are forward looking statements within the meaning of the safe-harbor provisions of the U.S. federal securities laws. Because these forward-looking statements are subject to risks and uncertainties, actual future results may differ materially from those expressed in or implied by the statements. Many of these risks and uncertainties relate to factors that are beyond the companies' ability to control or estimate precisely, such as the completion of the acquisition of Niagara Mohawk, future market conditions and responses by competitors to deregulation, new regulatory or legislative requirements, the future actions or decisions of federal or state governmental regulators, the timing and extent of changes in supply and demand of, and prices of, gas and electricity and other risk factors detailed in National Grid's reports filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. ENQUIRIES: National Grid: Investors Marcy Reed +44 (0)20 7312 5779 +44 (0)7768 490807(m) Terry McCormick +44 (0)20 7312 5785 +44 (0)7768 045139(m) Karen Shih +1 508 389 3176 Media Susan Stevens +44 (0)20 7312 5740 +44 (0)7769 671560(m) Clive Hawkins +44 (0)20 7312 5757 +44 (0)7836 357173(m) Citigate Dewe Rogerson: +44 (0)20 7638 9571 Anthony Carlisle +44 (0)7973 611888(m)
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