Transaction on Track to Close in Spring of 2017
KANSAS CITY, Mo. & TOPEKA, Kan.--(BUSINESS WIRE)--Sep. 26, 2016--
Great Plains Energy Incorporated (NYSE: GXP), the parent company of
KCP&L, and Westar Energy, Inc. (NYSE: WR) today announced that their
respective shareholders approved all proposals necessary for Great
Plains Energy’s acquisition of Westar Energy at each company’s
respective shareholder meeting.
“We are pleased that our shareholders have overwhelmingly demonstrated
their support for this transaction, and I thank Great Plains Energy and
Westar shareholders and employees for their support throughout this
process,” said Terry Bassham, chairman and chief executive officer of
Great Plains Energy and KCP&L. “This is a great transaction for all
Great Plains Energy and Westar stakeholders. Together, we will create a
stronger combined company that will be better positioned to serve
customers, generate hundreds of millions of dollars in operational
savings for years to come, meet the region’s energy needs and achieve
improved and more stable, long-term financial returns.”
“Our shareholders’ support for the transaction clearly demonstrates the
value of combining Westar and Great Plains Energy,” said Mark Ruelle,
president and chief executive officer of Westar. “Together, we will be
stronger both financially and operationally, which will benefit
customers, shareholders and the communities in which we operate. We
continue to make progress toward completing the transaction in the
spring of 2017.”
Today’s announcement comes on the heels of the recent endorsements of
the transaction by the Kansas City Area Development Council, regional
economic development organizations and elected officials. Endorsements
touted the economic benefits, competitive electric rates and commitment
to growth that the combined utility will bring to the region.
“The combined generation portfolio of the new utility will be more
diverse and sustainable,” said Bassham. “Once this transaction is
complete, more than 45 percent of our combined retail customer demand
will be met with emission-free energy and we will have one of the
largest wind generation portfolios in the United States. This helps us
maintain reliable, low cost energy for all of the residential and
business customers we serve.”
Great Plains Energy has an established track record of gaining approval
for utility acquisitions and successfully integrating with the acquired
company. In 2008, Great Plains Energy completed its acquisition of
Aquila, an electric utility serving customers in adjacent areas of
Missouri. That acquisition exceeded expectations as it delivered and
continues to deliver significant savings for customers.
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
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, 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
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/20160926006171/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
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
Media
Jana
Dawson, 785-575-1975
Director, Corporate Communications
Jana.Dawson@WestarEnergy.com
or
Westar
Media line: 888-613-0003
