Transaction on Track to Close in Spring of 2017
KANSAS CITY, Mo. & TOPEKA, Kan.--(BUSINESS WIRE)--Aug. 25, 2016--
Great Plains Energy Incorporated (NYSE: GXP), the parent company of
KCP&L, and Westar Energy, Inc. (NYSE: WR), today each announced special
meetings on Monday, September 26, 2016, for their respective
shareholders to vote on the companies’ proposed transaction.
-
Great Plains Energy’s Special Meeting of Shareholders will be held on
September 26, 2016, at 11:00 a.m. Eastern Daylight Time (10:00 a.m.
Central Daylight Time) at Great Plains Energy Incorporated, One Kansas
City Place, 1200 Main Street, Kansas City, Missouri, 64105
-
Westar Energy’s Special Meeting of Shareholders will be held on
September 26, 2016 at 11:00 a.m. Eastern Daylight Time (10:00 a.m.
Central Daylight Time) at Heritage Hall Building, Kansas Expocentre, 17th
Street and Western Avenue, Topeka, Kansas 66612
Great Plains Energy’s common shareholders of record as of the close of
business on August 24, 2016, and Westar Energy’s common shareholders of
record as of the close of business on August 22, 2016, are entitled to
vote their shares at the respective meetings in person or by proxy.
Shareholders of both companies will receive the joint proxy
statement/prospectus, which is being mailed to shareholders this week.
The Securities and Exchange Commission declared effective the Great
Plains Energy registration statement containing the joint proxy
statement/prospectus on August 19, 2016. The document provides
information for shareholders of both companies, as well as instructions
for voting online, by mail, by telephone or in person.
Both the Great Plains Energy and Westar Energy Boards of Directors
unanimously recommend that the companies’ respective shareholders vote
“FOR” each of the applicable proposals relating to the acquisition. The
combination of Great Plains Energy and Westar Energy will create a
leading Midwest energy utility well positioned to:
-
Pursue increased attractive investment opportunities for the benefit
of customers and shareholders;
-
Realize significant operating and cost efficiencies as a result of a
strong geographic fit and complementary customer mix;
-
Deliver long-term shareholder value through an enhanced operating
platform;
-
Accelerate earnings per share growth with more predictability, while
keeping customer rates low;
-
Deliver top-quartile total shareholder returns; and
-
Maintain strong investment grade ratings with a solid free cash flow
profile.
The acquisition, which was announced on May 31, 2016, remains on track
to be completed in the spring of 2017, subject to satisfaction of
customary closing conditions, including receipt of shareholder and
regulatory approvals.
For more information please visit www.kcpl.com/westaracquisition.
About Great Plains Energy
Headquartered in Kansas City, Mo., Great Plains Energy Incorporated
(NYSE: GXP) is the holding company of Kansas City Power & Light Company
and KCP&L Greater Missouri Operations Company, two of the leading
regulated providers of electricity in the Midwest. Kansas City Power &
Light Company and KCP&L Greater Missouri Operations Company use KCP&L as
a brand name. More information about the companies is available on the
internet at www.greatplainsenergy.com
or www.kcpl.com.
About Westar Energy
Westar Energy, Inc. (NYSE: WR) is Kansas’ largest electric utility. For
more than a century, Westar has provided Kansans the safe, reliable
electricity needed to power their homes, businesses and communities.
Every day, Westar professionals generate and deliver electricity,
protect the environment and provide excellent service to nearly 700,000
customers. Westar’s 2,400 employees live, volunteer and work in the
communities they serve. The company has 7,200 MW of electric generation
capacity fueled by wind, coal, uranium, natural gas and landfill gas.
Westar also is a leader in electric transmission in Kansas. For more
information about Westar Energy, visit us at www.WestarEnergy.com.
Forward-Looking Statements
Statements made in this release that are not based on historical facts
are forward-looking, may involve risks and uncertainties, and are
intended to be as of the date when made. Forward-looking statements may
include words like “believe,” “anticipate,” “target,” “expect,” “pro
forma,” “estimate,” “intend,” “guidance” or words of similar meaning.
Forward-looking statements include, but are not limited to, statements
relating to Great Plains Energy’s proposed acquisition of Westar Energy,
Inc. (Westar), the outcome of regulatory proceedings, cost estimates of
capital projects and other matters affecting future operations. In
connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, Great Plains Energy and KCP&L are
providing a number of important factors that could cause actual results
to differ materially from the provided forward-looking information.
These important factors include: future economic conditions in regional,
national and international markets and their effects on sales, prices
and costs; prices and availability of electricity in regional and
national wholesale markets; market perception of the energy industry,
Great Plains Energy and KCP&L changes in business strategy, operations
or development plans; the outcome of contract negotiations for goods and
services; effects of current or proposed state and federal legislative
and regulatory actions or developments, including, but not limited to,
deregulation, re-regulation and restructuring of the electric utility
industry; decisions of regulators regarding rates the Companies can
charge for electricity; adverse changes in applicable laws, regulations,
rules, principles or practices governing tax, accounting and
environmental matters including, but not limited to, air and water
quality; financial market conditions and performance including, but not
limited to, changes in interest rates and credit spreads and in
availability and cost of capital and the effects on derivatives and
hedges, nuclear decommissioning trust and pension plan assets and costs;
impairments of long-lived assets or goodwill; credit ratings; inflation
rates; effectiveness of risk management policies and procedures and the
ability of counterparties to satisfy their contractual commitments;
impact of terrorist acts, including, but not limited to, cyber
terrorism; ability to carry out marketing and sales plans; weather
conditions including, but not limited to, weather-related damage and
their effects on sales, prices and costs; cost, availability, quality
and deliverability of fuel; the inherent uncertainties in estimating the
effects of weather, economic conditions and other factors on customer
consumption and financial results; ability to achieve generation goals
and the occurrence and duration of planned and unplanned generation
outages; delays in the anticipated in-service dates and cost increases
of generation, transmission, distribution or other projects; Great
Plains Energy's ability to successfully manage transmission joint
venture or to integrate the transmission joint ventures of Westar; the
inherent risks associated with the ownership and operation of a nuclear
facility including, but not limited to, environmental, health, safety,
regulatory and financial risks; workforce risks, including, but not
limited to, increased costs of retirement, health care and other
benefits; the ability of Great Plains Energy to obtain the regulatory
and shareholder approvals necessary to complete the anticipated
acquisition of Westar; the risk that a condition to the closing of the
anticipated acquisition of Westar or the committed debt or equity
financing may not be satisfied or that the anticipated acquisition may
fail to close; the failure to obtain, or to obtain on favorable terms,
any equity, debt or equity-linked financing necessary to complete or
permanently finance the anticipated acquisition of Westar and the costs
of such financing; the outcome of any legal proceedings, regulatory
proceedings or enforcement matters that may be instituted relating to
the anticipated acquisition of Westar; the costs incurred to consummate
the anticipated acquisition of Westar; the possibility that the expected
value creation from the anticipated acquisition of Westar will not be
realized, or will not be realized within the expected time period; the
credit ratings of Great Plains Energy following the anticipated
acquisition of Westar; disruption from the anticipated acquisition of
Westar making it more difficult to maintain relationships with
customers, employees, regulators or suppliers; the diversion of
management time and attention on the proposed transactions; and other
risks and uncertainties.
With respect to Westar, the factors that could cause actual results to
differ materially from any forward-looking statements include those
discussed in the joint proxy statement/prospectus as well as (1) those
discussed in Westar’s Annual Report on Form 10-K for the year ended Dec.
31, 2015 (a) under the heading, “Forward-Looking Statements,” (b) in
ITEM 1. Business, (c) in ITEM 1A. Risk Factors, (d) in ITEM 7.
Management's Discussion and Analysis of Financial Condition and Results
of Operations, and (e) in ITEM 8. Financial Statements and Supplementary
Data: Notes 13 and 15; (2) those discussed in Westar’s Quarterly Report
on Form 10-Q filed Aug. 2, 2016, (a) under the heading "Forward-Looking
Statements." (b) in ITEM 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations, (c) in Part I, Financial
Information, ITEM 1. Financial Statements: Notes 3, 11 and 12, and (d)
ITEM 1A. Risk Factors; and (3) other factors discussed in Westar’s
filings with the Securities and Exchange Commission. Any forward-looking
statement speaks only as of the date such statement was made, and Westar
does not undertake any obligation to update any forward-looking
statement to reflect events or circumstances after the date on which
such statement was made.
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
proxy, vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. In connection with the proposed
transaction, Great Plains Energy has filed with the SEC a Registration
Statement on Form S-4 (Registration No. 333-212513), which was declared
effective by the SEC, and a definitive joint proxy statement of Great
Plains Energy and Westar, which also constitutes a prospectus of Great
Plains Energy, each of which is publicly available, and Great Plains
Energy and Westar have filed and may file other documents regarding the
proposed transaction with the SEC. Great Plains Energy and Westar have
mailed to their respective shareholders the definitive joint proxy
statement/prospectus in connection with the transaction. WE URGE
INVESTORS TO READ THE REGISTRATION STATEMENT AND DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY WHEN THEY
BECOME AVAILABLE BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT GREAT
PLAINS ENERGY, WESTAR AND THE PROPOSED TRANSACTION.
Investors can obtain free copies of the Registration Statement and joint
proxy statement/prospectus and other documents filed by Great Plains
Energy and Westar with the SEC at http://www.sec.gov,
the SEC’s website, or free of charge from Great Plains Energy’s website (http://www.greatplainsenergy.com)
under the tab, “Investor Relations” and then under the heading “SEC
Filings.” These documents are also available free of charge from
Westar’s website (http://www.westarenergy.com)
under the tab “Investors” and then under the heading “SEC Filings.”
View source version on businesswire.com: http://www.businesswire.com/news/home/20160825006314/en/
Source: Great Plains Energy Incorporated
Great Plains Energy Incorporated
Investors
Calvin
Girard, 816-654-1777
Senior Manager, Investor Relations
calvin.girard@kcpl.com
or
Innisfree
M&A Incorporated
Art Crozier / Larry Miller
212-750-5833
or
Media
Katie
McDonald, 816-447-2118
Senior Director, Corporate Communications
katie.mcdonald@kcpl.com
or
Great
Plains Energy Media line: (816) 392-9455
or
Westar Energy,
Inc.
Investors
Cody VandeVelde, 785-575-8227
Director,
Investor Relations
Cody.VandeVelde@westarenergy.com
or
D.F.
King & Co., Inc.
866-745-0265
or
Media
Jana
Dawson, 785-575-1975
Director, Corporate Communications
Jana.Dawson@WestarEnergy.com
or
Westar
Energy Media line: (888) 613-0003
