Further re Niagara Mohawk
National Grid Group PLC
28 January 2002
National Grid Announces Preliminary Merger Election Results
On 17 January 2002 National Grid Group plc ('National Grid') announced that, in
accordance with the Merger Agreement governing the terms of the acquisition of
Niagara Mohawk Holdings, Inc. ('Niagara Mohawk'), Niagara Mohawk shareholders
will receive consideration of $18.89 for each share of Niagara Mohawk common
stock held, which they could elect to receive in the form of $18.89 cash per
share, 0.5863 National Grid American Depositary Shares ('ADSs') per share or a
combination of both.
Under the Merger Agreement, the aggregate cash consideration offered to all
Niagara Mohawk shareholders was $1.015 billion. However, the Merger Agreement
allows National Grid, at its sole discretion, to increase the cash component of
the total consideration if cash elections received from all Niagara Mohawk
shareholders exceed $1.015 billion.
The Election Deadline was 5:00 p.m. (New York time) on Thursday, 24 January
2002. National Grid has been advised that the preliminary results of the
election process are as follows:
Niagara Mohawk shares For ADSs For cash No preference
Shares elected 132,969,998 68,505,646 64,432,768 31,584
Elections accompanied 9,310,029 7,262,424 2,047,605 0
by notice of
guaranteed delivery
Total elections and 142,280,027 75,768,070 66,480,373 31,584
guarantees
Non-electing shares 17,959,791
Total shares 160,239,818
outstanding
These preliminary results are subject to adjustment. The guarantee of delivery
process expires today at 5:00 p.m. (New York time). National Grid expects to
announce the final election results, its allocation of ADSs and cash, its
decision as to the consideration to be paid to non-electing shareholders, and
any pro-ration of elections (if necessary) on or before 30 January 2002. The
acquisition is expected to close on 31 January 2002.
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:
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)
This information is provided by RNS
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