WILKES-BARRE, Pa., June 9 /PRNewswire/ -- Southern Union Company
(NYSE: SUG) and Pennsylvania Enterprises, Inc. (PEI) (NYSE: PNT) today
announced additional details of the definitive merger agreement which was
signed Monday.
Under the terms of the agreement, Southern Union has agreed to acquire
PEI for approximately $500 million, including the assumption of debt.
The transaction will call for each share of PEI's approximately 11 million
outstanding shares of common stock to be exchanged for $32 in Southern Union
common stock and $3 cash. The common stock portion of the transaction is
expected to be tax-free to PEI's shareowners.
Based on the June 4 closing price for Southern Union stock of $21.625, PEI
shareowners will receive 1.47977 shares of Southern Union stock for each share
of PEI common stock they own. The exchange ratio for PEI common stock is
subject to an adjustment formula based on the average closing price of
Southern Union stock for the ten consecutive trading days ending on the third
trading day prior to the closing date.
If the price of Southern Union's stock at closing (according to the
formula) is:
-- Between $19.46250 and $22.70625, the number of shares of Southern
Union stock will be adjusted so that each share of PEI's common stock
will be exchanged for Southern Union stock having a value of $32 per
share plus $3 per share in cash.
-- Below $19.46250 but no less than $17.30, the number of shares of
Southern Union stock will be fixed at 1.64419 for each share of PEI
stock. The amount of the cash consideration will be increased so that
PEI shareowners will receive cash to maintain the aggregate value of
$35 per share.
-- Above $22.70625, the number of shares of Southern Union stock will be
fixed at 1.40930 for each share of PEI stock and PEI shareowners will
receive $3 in cash per share.
-- Below $17.30, no further adjustment of the consideration will be made,
but PEI may terminate the merger agreement.
As a condition to consummation of this merger, approvals must be obtained
from the utility regulatory agencies in Pennsylvania, Missouri, and Florida.
Also necessary prior to closing is shareholder approval from both companies
and clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.
Taking into consideration these approvals, this merger is expected to take
approximately six to nine months; however, the agreement provides for
extension until December 7, 2000, if necessary, to obtain the required
governmental approvals.
Southern Union and PEI news releases are available on the companies' web
sites at http://www.southernunionco.com and http://www.pnt.com, respectively.
SOURCE Pennsylvania Enterprises, Inc.
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Related links:
http://www.pnt.com
Company News On-Call:
http://www.prnewswire.com/comp/684209.html or fax,
800-758-5804, ext. 684209
CONTACT:
John J. Hambrose of Pennsylvania Enterprises,
570-829-8756
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