Attached files
| file | filename |
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| EX-2.1 - EXHIBIT 2.1 - CENTRAL VERMONT PUBLIC SERVICE CORP | ex2_1.htm |
| EX-99.1 - EXHIBIT 99.1 - CENTRAL VERMONT PUBLIC SERVICE CORP | ex99_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 11, 2011
CENTRAL VERMONT PUBLIC SERVICE CORPORATION
(Exact name of registrant as specified in its charter)
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Vermont
(State or other jurisdiction of incorporation)
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1-8222
(Commission File Number)
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03-0111290
(IRS Employer Identification No.)
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77 Grove Street, Rutland, Vermont
(Address of principal executive offices)
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05701
(Zip Code)
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Registrant’s telephone number, including area code (800) 649-2877
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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x
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into Material Definitive Agreement.
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On July 11, 2011, Central Vermont Public Service Corporation (“CVPS” or the “Company”), Gaz Métro Limited Partnership (“Gaz Métro”) and Danaus Vermont Corp., an indirect, wholly-owned subsidiary of Gaz Métro (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). The following description of the Merger Agreement does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.
Upon the terms and subject to the conditions set forth in the Merger Agreement, which has been unanimously approved by the boards of directors of CVPS and Gaz Métro inc., the general partner of Gaz Métro, Merger Sub will merge with and into CVPS (the “Merger”), with CVPS continuing as the surviving corporation and an indirect, wholly-owned subsidiary of Gaz Métro.
Pursuant to the Merger Agreement, upon the closing of the Merger, each issued and outstanding share of CVPS common stock (other than shares which are held by any wholly-owned subsidiary of the Company or in the treasury of the Company or which are held by Gaz Métro or Merger Sub, or any of their respective wholly-owned subsidiaries, all of which shall cease to be outstanding and shall be canceled and none of which shall receive any payment with respect thereto, and dissenting shares) will automatically be converted into the right to receive in cash, without interest, $35.25 per share (the “Merger Consideration”).
All outstanding options to purchase shares of CVPS common stock under CVPS’s stock option plans will be fully vested and cancelled, and each former holder of any such cancelled option will be entitled to receive a payment in cash of an amount equal to the product of (i) the total number of shares of common stock previously subject to such option and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of common stock previously subject to such option. All awards of CVPS restricted stock that have not already vested in accordance with their terms immediately prior to the closing of the Merger will vest in full and all restrictions shall lapse and each share will automatically be converted into the right to receive the Merger Consideration. Any contractual right to a share of common stock of CVPS granted pursuant to a performance incentive plan, to the extent vested prior to or upon the Merger in accordance with its applicable terms, shall be cancelled and each former holder will be entitled to receive an amount in cash equal to the product of (i) the Merger Consideration and (ii) the number of shares of common stock subject to such vested portion of the performance incentive, without interest. CVPS will redeem all outstanding shares of its preferred stock prior to the Closing, pursuant to the terms of such preferred stock.
Completion of the Merger is subject to various customary conditions, including, among others, (i) approval of CVPS shareholders, (ii) expiration or termination of the applicable Hart-Scott-Rodino Act waiting period, (iii) receipt of all required regulatory approvals from, among others, the Federal Energy Regulatory Commission and the Vermont Public Service Board, (iv) the absence of any governmental action challenging or seeking to prohibit the Merger and (v) the absence of any material adverse effect with respect to CVPS. Each party’s obligation to consummate the Merger is also subject to additional customary conditions, including (i) subject to certain exceptions, the accuracy of the representations and warranties of the other party and (ii) performance in all material respects by the other party of its obligations.
The Merger Agreement contains customary representations, warranties and covenants of CVPS including, among others, covenants (i) to conduct its businesses in the ordinary course during the interim period between the execution of the Merger Agreement and completion of the Merger, (ii) not to engage in certain kinds of transactions during this interim period, (iii) to hold a shareholder meeting to vote on the approval of the Merger and (iv) to use its reasonable best efforts to take all actions necessary to obtain all governmental and regulatory approvals, subject to certain limitations. CVPS is also subject to a “no shop” restriction on its ability to solicit alternative acquisition proposals, provide information and engage in discussion with third parties, except under limited circumstances to permit CVPS’s board of directors to comply with its fiduciary duties.
The Merger Agreement contains certain termination rights for both CVPS and Gaz Métro and further provides that, upon termination of the Merger Agreement under specified circumstances, CVPS may be required to pay Gaz Métro a termination fee of $17,500,000 and reimburse Gaz Métro for up to $2,000,000 of its reasonable out-of-pocket transaction expenses.
The description contained in Item 1.02 of certain other terms contained in the Merger Agreement are hereby incorporated in this Item 1.01.
The Merger Agreement has been included to provide security holders with information regarding its terms. It is not intended to provide any other factual information about CVPS or Gaz Métro. The Merger Agreement contains representations and warranties by each of the parties to the Merger Agreement. These representations and warranties were made solely for the benefit of the other parties to the Merger Agreement and were (i) not intended to be treated as categorical statements of fact, but rather as a way of allocating risk to one of the parties if those statements prove to inaccurate, (ii) may have been qualified in the Merger Agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, (iii) may be subject to standards of materiality applicable to the parties that differ from what might be viewed as material to shareholders and (iv) were made only as of the date of the Merger Agreement or such other date or dates as may be specified in the Merger Agreement. Shareholders should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of CVPS or Gaz Métro.
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Item 1.02
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Termination of a Material Definitive Agreement
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Prior to entering into the Merger Agreement with Gaz Métro, CVPS terminated the Agreement and Plan of Merger, dated as of May 27, 2011 (the “Fortis Merger Agreement”), by and among CVPS, FortisUS Inc. (“FortisUS”), Cedar Acquisition Sub Inc., a wholly-owned subsidiary of FortisUS, and solely for the purpose of providing a guaranty of the obligations of FortisUS and Cedar Acquisition Sub Inc. under the Fortis Merger Agreement, Fortis Inc. In accordance with the Fortis Merger Agreement, CVPS is today paying to FortisUS an aggregate of $19,500,000 (the “Fortis Termination Payment”), representing the termination fee of $17,500,000 and expenses of FortisUS of $2,000,000. The Merger Agreement with Gaz Métro requires Gaz Métro to reimburse CVPS for its payment of the Fortis Termination Payment immediately following the approval of the Merger Agreement by CVPS shareholders. It also provides that CVPS will be required to reimburse Gaz Métro for the full amount of the Fortis Termination Payment if the Merger Agreement is terminated under certain circumstances.
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Item 8.01.
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Other Events.
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On July 12, 2011, CVPS and Gaz Métro Limited Partnership (Gaz Métro) issued a joint press release announcing the execution of the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number
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Description of Exhibit
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Agreement and Plan of Merger, dated as of July 11, 2011, by and among Gaz Métro Limited Partnership, Danaus Vermont Corp., and Central Vermont Public Service Corporation.
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Press release dated July 12, 2011
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CENTRAL VERMONT PUBLIC SERVICE CORPORATION
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By
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/s/ Dale A. Rocheleau | ||
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Dale A. Rocheleau
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Senior Vice President, General Counsel and Corporate Secretary
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| July 12, 2011 | |||