Avangrid Shareholders to receive $35.75 Per
Share
Today Avangrid, Inc. (NYSE: AGR) (“Company,” “Avangrid,” “we” or
“our”), a leading sustainable energy company, and a member of the
group of companies controlled by Iberdrola, S.A. (“Iberdrola”),
announced that it has entered into a definitive agreement under
which Iberdrola will acquire the remaining 18.4% of the issued and
outstanding shares of common stock of Avangrid that it does not
currently own for $35.75 per share in an all-cash transaction.
The $35.75 per share price represents a 11.4% premium over the
closing price of Avangrid common stock on March 6, 2024, the last
unaffected trading day prior to Avangrid’s announcement of receipt
of Iberdrola’s unsolicited offer, and a 15.2% premium over the
volume-weighted average price of Avangrid common stock over the 30
trading days leading up to the unaffected trading day. Avangrid
expects to continue paying regular quarterly cash dividends not to
exceed $0.440 per share through the closing of the transaction,
including a pro-rated dividend for any partial quarter prior to the
closing.
The Board of Directors of Avangrid, acting on the unanimous
recommendation of the Unaffiliated Committee of the Board of
Directors (the “Special Committee”) that led the consideration of
strategic alternatives and the negotiation of the terms of the
transaction, unanimously approved the agreement, which is subject
to a number of customary conditions, including affirmative votes of
(1) the holders of a majority of all outstanding shares of common
stock of Avangrid, (2) the holders of a majority of all outstanding
shares of common stock held by Avangrid’s shareholders other than
Iberdrola, its subsidiaries, and their controlled affiliates and
(3) the holders of a majority of the outstanding shares of Avangrid
common stock other than Iberdrola, Arizona Merger Sub, Inc., their
affiliates, any members of the board of Avangrid who are employed
by Iberdrola or its affiliates, any officer of Avangrid and any
family members, affiliates or associates of the foregoing.
Pedro Azagra, President and Chief Executive Officer of Avangrid
commented, “We are excited about Iberdrola’s continued investment
in Avangrid and commitment to the United States. As a wholly-owned
member of the Iberdrola Group, we will continue to serve our
customers and build our renewable energy assets work to achieve our
vision to lead the clean energy transition with a strong commitment
to sustainability, community, governance, and our employees.”
Timing
The transaction is expected to close in the fourth quarter of
2024, subject to the satisfaction of customary closing conditions,
including receipt of the shareholder approvals described above and
the approval of the Federal Energy Regulatory Commission, the Maine
Public Utilities Commission and the New York Public Service
Commission. The transaction is not subject to a financing
condition.
Advisors
Moelis & Company LLC is serving as financial advisor to the
Special Committee, and Paul, Weiss, Rifkind, Wharton & Garrison
LLP is serving as legal advisor to the Special Committee. Latham
& Watkins LLP is serving as legal advisor to Avangrid. Morgan
Stanley & Co. LLC is serving as financial advisor to Iberdrola,
and White & Case LLP and Clifford Chance are serving as legal
advisors to Iberdrola.
About Avangrid
Avangrid (NYSE: AGR) aspires to be the leading sustainable
energy company in the United States. Headquartered in Orange, CT
with approximately $45 billion in assets and operations in 24 U.S.
states, Avangrid has two primary lines of business: networks and
renewables. Through its networks business, Avangrid owns and
operates eight electric and natural gas utilities, serving more
than 3.3 million customers in New York and New England. Through its
renewables business, Avangrid owns and operates a portfolio of
renewable energy generation facilities across the United States.
Avangrid employs approximately 8,000 people and was recognized by
JUST Capital as one of the JUST 100 companies – a ranking of
America’s best corporate citizens – in 2024 for the fourth
consecutive year. In 2024, Avangrid ranked first within the utility
sector for its commitment to the environment. The company supports
the U.N.’s Sustainable Development Goals and was named among the
World’s Most Ethical Companies in 2024 for the sixth consecutive
year by the Ethisphere Institute. Avangrid is a member of the group
of companies controlled by Iberdrola. For more information, visit
https://www.avangrid.com.
About Iberdrola
Iberdrola, Europe’s largest electricity utility by market
capitalization and one of the world's top three electricity
companies, is a leader in renewables, spearheading the energy
transition to a low carbon economy. The group supplies energy to
almost 100 million people in dozens of countries. With a focus on
renewable energy, smart networks and smart solutions for customers,
Iberdrola’s main markets include Europe (Spain, the United Kingdom,
Portugal, France, Germany, Italy and Greece), the United States,
Brazil, Mexico and Australia.
The company has a workforce of over 42,200 and assets in excess
of €150 billion. In 2023, Iberdrola posted revenues of nearly €50
billion, net profit of €4.8 billion, with nearly €9.3 billion paid
in tax contributions in the countries where it operates. The
company helps to support more than 500,000 jobs in communities
across its supply chain, and global supplier purchases topped €18.1
billion in 2023. A benchmark in the fight against climate change,
Iberdrola has invested more than €150 billion over the past two
decades to help build a sustainable energy model, based on sound
environmental, social and governance (ESG) principles.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. This communication may be deemed to be
solicitation material in respect of the proposed transaction
involving Avangrid and Parent. In connection with the proposed
transaction, Avangrid intends to file with the Securities and
Exchange Commission (the “SEC”) and furnish to shareholders a proxy
statement and Avangrid and Parent intend to jointly file a
transaction statement on Schedule 13E-3 (the “Schedule 13E-3”).
This communication is not a substitute for the proxy statement,
Schedule 13E-3 or any other document that Avangrid may file with
the SEC or send to its shareholders in connection with the proposed
transaction. INVESTORS AND SHAREHOLDERS OF AVANGRID ARE URGED TO
READ THE PROXY STATEMENT, THE SCHEDULE 13E-3 AND OTHER RELEVANT
MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR
INVESTMENT DECISION WITH RESPECT TO THE PROPOSED TRANSACTION
BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT
AVANGRID AND THE PROPOSED TRANSACTION. The materials to be filed by
Avangrid will be made available to Avangrid’s investors and
shareholders at no expense to them and copies may be obtained free
of charge on Avangrid’s website at www.avangrid.com. In addition,
all of those materials will be available at no charge on the SEC’s
website at www.sec.gov.
Participants in the Solicitation
Avangrid and its directors, executive officers, other members of
its management and employees may be deemed to be participants in
the solicitation of proxies of Avangrid shareholders in connection
with the proposed transaction under SEC rules. Investors and
shareholders may obtain more detailed information regarding the
names, affiliations and interests of Avangrid’s executive officers
and directors in the solicitation by reading Avangrid’s proxy
statement for its 2023 annual meeting of shareholders (the “2023
Annual Meeting Proxy Statement”), the Annual Report on Form 10-K
for the fiscal year ended December 31, 2023, as amended by the Form
10-K/A filed on April 26, 2024, and the proxy statement, Schedule
13E-3 and other relevant materials that will be filed with the SEC
in connection with the proposed transaction when they become
available. To the extent holdings of securities by potential
participants (or the identity of such participants) have changed
since the information printed in the 2023 Annual Meeting Proxy
Statement, such information has been or will be reflected on
Avangrid’s Statements of Change in Ownership on Forms 3 and 4 filed
with the SEC. Information concerning the interests of Avangrid’s
participants in the solicitation, which may, in some cases, be
different than those of the Avangrid’s shareholders generally, will
be set forth in the proxy statement relating to the proposed
transaction when it becomes available.
Forward-Looking Statements
Certain statements in this report may relate to our future
business and financial performance and future events or
developments involving us and our subsidiaries that are not purely
historical and may constitute “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by the use of
forward-looking terms such as “may,” “will,” “should,” “would,”
“could,” “can,” “expect(s),” “believe(s),” “anticipate(s),”
“intend(s),” “plan(s),” “estimate(s),” “project(s),” “assume(s),”
“guide(s),” “target(s),” “forecast(s),” “are (is) confident that”
and “seek(s)” or the negative of such terms or other variations on
such terms or comparable terminology. These forward-looking
statements generally include statements regarding the potential
transaction between Avangrid and Parent, including any statements
regarding the expected timetable for completing the potential
transaction, the ability to complete the potential transaction, the
expected benefits of the potential transaction, projected financial
information, future opportunities, and any other statements
regarding Avangrid’s future expectations, beliefs, plans,
objectives, results of operations, financial condition and cash
flows, or future events or performance. Readers are cautioned that
all forward-looking statements are based upon current reasonable
beliefs, expectations and assumptions. Avangrid’s business,
financial condition, cash flow, and operating results are
influenced by many factors, which are often beyond its control,
that can cause actual results to differ from those expressed or
implied by the forward-looking statements. For a discussion of risk
factors and other important factors affecting forward-looking
statements, please see Avangrid’s Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q filings and the information filed on
Avangrid’s Forms 8-K with the SEC as well as its subsequent SEC
filings, and the risks and uncertainties related to the proposed
transaction with Parent, including, but not limited to: the
expected timing and likelihood of completion of the proposed
transaction, including the timing, receipt and terms and conditions
of any required shareholder, governmental and regulatory approvals
of the proposed transaction that could reduce the anticipated
benefits of, or cause the parties to abandon, the transaction,
risks that an event, change or other circumstance could give rise
to the termination of the merger agreement, risks that competing
offers or acquisition proposals for Avangrid could be made, risks
related to disruption of management time from ongoing business
operations due to the proposed transaction, the risk that the
proposed transaction and its announcement could have an adverse
effect on the ability of Avangrid to retain and hire key personnel
and maintain relationships with its customers and suppliers, and on
its operating results and businesses generally, and litigation or
administrative proceedings that may arise in connection with the
proposed transaction. Other unpredictable or unknown factors not
discussed in this communication could also have material adverse
effects on forward-looking statements. Should one or more of these
risks or uncertainties materialize, or should any of the underlying
assumptions prove incorrect, actual results may vary in material
respects from those expressed or implied by these forward-looking
statements. You should not place undue reliance on these
forward-looking statements. Avangrid does not undertake any
obligation to update or revise any forward-looking statements to
reflect events or circumstances after the date of this report,
whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws. Other
risk factors are detailed from time to time in Avangrid’s reports
filed with the SEC and we encourage you to consult such
disclosures.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240517716418/en/
Analysts: Charlotte Ancel, Charlotte.Ancel@Avangrid.com,
203-997-7366 Media: Leo Rosales, Leo.Rosales@Avangrid.com,
518-419-2401
Avangrid (NYSE:AGR)
過去 株価チャート
から 5 2024 まで 6 2024
Avangrid (NYSE:AGR)
過去 株価チャート
から 6 2023 まで 6 2024