Great Plains Energy, Inc. (ticker: GXP, exchange: New York Stock Exchange (.N))
News Release -
UtiliCorp Says Its Aquila Exchange Offer is Set for Completion
KANSAS CITY, Mo.--(BUSINESS WIRE)--Jan. 3, 2002--UtiliCorp United
(NYSE:UCU) said today that it has received all approvals necessary
for the company's previously announced exchange offer under which it
plans to acquire all of the outstanding publicly held Class A common
shares of its 80 percent-owned subsidiary, Aquila, Inc. (NYSE:ILA).
The offer is subject to the tender of a majority of the publicly
held Aquila shares by Aquila stockholders other than UtiliCorp's
directors and executive officers prior to the 5:00 p.m. EST January 4
deadline. UtiliCorp expects the exchange offer to be successfully
completed on that date.
Earlier today, the Delaware Chancery Court denied plaintiffs'
request to issue an injunction that would block or delay completion of
the exchange offer.
"As we've talked with Aquila investors around the country, we've
found the exchange offer has been well received," said Robert K.
Green, UtiliCorp president and chief executive officer. "Today's
market is very different from early last year and calls for a
different approach. We strongly believe that greater shareholder value
can be obtained by recombining the financial strength of UtiliCorp
with Aquila's growth potential."
Green said that UtiliCorp does not plan to change the terms of its
offer, which gives Aquila shareholders .6896 shares of UtiliCorp
common stock in a tax-free exchange for each outstanding share of
Aquila Class A common stock tendered. Promptly following the
successful completion of the exchange offer, UtiliCorp plans to
complete a "short-form" merger of Aquila with a UtiliCorp subsidiary.
In the merger, each remaining Aquila Class A share will be converted
(subject to the exercise of appraisal rights) into the same number of
shares of UtiliCorp common stock as are paid in the exchange offer. As
soon as practical following the completion of the short-form merger,
UtiliCorp will adopt "Aquila" as its corporate name.
Based in Kansas City, UtiliCorp United is an international
electric and gas company with energy customers and operations across
the U.S. and in Canada, the United Kingdom, New Zealand, and
Australia. Its 80 percent-owned Aquila, Inc. subsidiary is one of the
largest wholesalers of electricity and natural gas in North America.
Aquila also provides wholesale energy services in the U.K. and has a
presence in Scandinavia and Germany. At September 30, 2001, UtiliCorp
had total assets of $11.9 billion and 12-month sales of $42.3 billion.
Additional information is available at www.utilicorp.com and
Additional Information and Where To Find It
In connection with the proposed transaction, UtiliCorp United Inc.
has filed an exchange offer prospectus and related materials with the
Securities and Exchange Commission. INVESTORS AND SECURITY HOLDERS ARE
ADVISED TO READ THESE DOCUMENTS BECAUSE THEY CONTAIN IMPORTANT
INFORMATION. Investors and security holders may obtain a free copy of
the exchange offer prospectus and other documents filed by UtiliCorp
with the Commission at the Commission's web site at
http://www.sec.gov. Free copies of the exchange offer prospectus, as
well as UtiliCorp's related filings with the Commission, may also be
obtained from UtiliCorp by directing a request to UtiliCorp United
Inc., Investor Relations, 20 West Ninth Street, Kansas City, MO 64105;
The terms "plans," "expects," "believes" and similar terms
identify forward-looking information. Although UtiliCorp believes that
its expectations are based on reasonable assumptions, it can give no
assurance that its goals will be achieved. Important factors that
could cause actual results to differ materially from those contained
in the forward-looking statements include the satisfaction of all
conditions to the exchange offer that cannot be waived and the
satisfaction or waiver of conditions to the exchange offer that may be
waived. Some of the conditions to the exchange offer will include the
receipt of all required regulatory approvals, the tender by the public
shareholders of the majority of their shares and the absence of an
injunction or litigation concerning the exchange offer. In light of
these uncertainties, there can be no assurances that the exchange
offer will be completed.
||UtiliCorp United, Kansas City
||Ethan Hirsh, 816/467-3509
||Media Relations, 816/467-3000
||Ellen Fairchild, 816/527-1409