On January 1, 2017 (the Closing Date), Liberty Utilities (Central) Co. (Liberty Central) (an indirect subsidiary of Algonquin Power & Utilities Corp. (Algonquin)) completed its previously announced acquisition of The Empire District Electric Company (Empire) through a merger (the Merger) of Liberty Sub Corp. (Merger Sub), a wholly owned direct subsidiary of Liberty Central, with and into Empire pursuant to the Agreement and Plan of Merger, dated as of February 9, 2016, by and among Empire, Liberty Central, and Merger Sub (the Merger Agreement).
As a result of the Merger, Empire became a direct, wholly owned subsidiary of Liberty Central effective at approximately 12:01 a.m.Central Standard Time (the Effective Time) on the Closing Date.
Pursuant to the Merger Agreement, at the Effective Time:
Each issued and outstanding share of Empire common stock (other than any shares owned by Empire or Algonquin or any of their respective subsidiaries or any shares for which appraisal rights have been perfected) was canceled and converted automatically into the right to receive $34.00 in cash, without interest (the Merger Consideration).
Each outstanding time-vested restricted stock award was canceled and converted into the right to receive a lump-sum cash payment equal to the product of (i)the Merger Consideration, without interest, multiplied by (ii)the product of (1)the total number of shares of Empires common stock underlying such time-vested restricted stock award, multiplied by (2)the ratio equal to (x)the number of months through the closing date of the Merger (rounding a fraction of a month to the next higher number of whole months) in the restricted period under such time-vested restricted stock award, divided by (y)the total number of months in the restricted period under such time-vested restricted stock award.
Each outstanding performance based restricted stock award was canceled and converted into the right to receive a lump-sum cash payment equal to the product of (i)the Merger Consideration, without interest, multiplied by (ii)the total number of shares of Empires common stock that would be earned for performance at target over the performance period under such performance based restricted stock award; and each outstanding common stock unit granted under Empires director stock unit plan was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration, payment of which amount shall be made at the time elected or provided pursuant to the terms and conditions of such director stock unit, together with interest at the U.S. Prime Rate as quoted by the Wall Street Journal from the Effective Time until the date of payment of such amount.
In addition, effective as of the opening of trading on the New York Stock Exchange (NYSE) on January3, 2017, the shares of Empire common stock, which traded under the symbol EDE, were suspended from trading on the NYSE. On January 3, 2017, Empire requested that the NYSE file with the Securities and Exchange Commission an application on Form25 to delist the Empire common stock from the NYSE and deregister the Empire common stock under Section12(b)of the Securities Exchange Act of 1934, as amended.
The foregoing description of the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is included as Exhibit2.1 to this Current Report on Form8-K, and is incorporated herein by reference.
(How much did Empire officials and directors make when they cashed in their stocks? Find out at this link.)
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