Fact Sheet
Filed
by
Great Plains Energy Incorporated
Pursuant
to Rule 425 under the Securities Act of 1933
And
deemed filed pursuant to Rule 14a-12
Under
the
Securities Exchange Act of 1934
Subject
Company: Aquila, Inc.
Commission
File No.: 1-03562
This
filing relates to the proposed transactions pursuant to the terms of the
Agreement and Plan of Merger, dated as of February 6, 2007, by and among Aquila,
Inc., Great Plains Energy Incorporated, Gregory Acquisition Corp. and Black
Hills Corporation.
===========================================================
GREAT
PLAINS ENERGY - BLACK HILLS - AQUILA
TRANSACTION
FACT SHEET
Great
Plains Energy/Aquila Transaction:
Great
Plains Energy will acquire all the outstanding shares of Aquila and its Missouri
based electric utility assets for $1.80 in cash plus 0.0856 of a share of Great
Plains Energy common stock for each share of Aquila common stock in a
transaction valued at approximately $1.7 billion, or $4.54 per share, based
on
Great Plains Energy’s closing stock price on February 6, 2007. In addition,
Great Plains Energy will assume approximately $1 billion in Aquila’s net debt.
Black
Hills Corporation/Aquila Transaction:
Black
Hills will acquire Aquila’s electric utility in Colorado and its gas utilities
in Colorado, Kansas, Nebraska and Iowa, and assume the associated liabilities
for a total of $940 million in cash.
Great
Plains Energy/Aquila Footprint:
· |
After
the transactions close, Great Plains Energy will have revenues of over
$3
billion and approximately 800,000 customers.
|
· |
The
combined generating capacity will consist of approximately 5,800
megawatts.
|
Black
Hills Corporation/Aquila Footprint:
· |
The
Black Hills transaction will add about 616,000 new retail utility
customers (93,000 electric customers and 523,000 gas customers) to
the
137,000 retail utility customers (104,000 electric customers and 33,000
gas customers) Black Hills currently
serves.
|
· |
The
combined Black Hills/Aquila regulated utility and other operations
will
have a total of more than 750,000 retail and wholesale customers in
12
states.
|
Great
Plains Energy/Aquila Synergies:
· |
Total
pre-tax synergies are expected to be approximately $500 million for
2008-2012. Costs to achieve, including transaction costs, will be
approximately $185 million. Operational synergies will be approximately
$310 million.
|
Impact
on Employees:
· |
Great
Plains Energy expects to retain most of the employees working
for the Aquila operations it is acquiring in Missouri. This includes
all
unionized personnel, whose employment will not be affected by the
transaction. Great Plains Energy does expect some workforce reductions,
primarily where support service functions
overlap.
|
· |
Black
Hills expects to retain all of the employees working for the Aquila
operations it is acquiring in Colorado, Iowa, Kansas and
Nebraska.
|
Regulatory
Approvals:
· |
Deals
are subject to approvals by Aquila and Great Plains Energy shareholders,
FERC, HSR, and state regulatory approvals (Missouri, Kansas, Colorado,
Iowa, Nebraska). Each transaction is contingent on completion of the
other.
|
Leadership:
· |
Michael
Chesser will remain Chairman & CEO of Great Plains Energy. No
change is expected to the Great Plains Energy Board of Directors or
senior
executive team as a result of the transaction. Great Plains Energy’s
corporate headquarters will remain in Kansas City,
Missouri.
|
· |
Rick
Green, Chairman, President, and Chief Executive Officer of Aquila,
and his
management team will continue to lead the company until these transactions
close.
|
· |
David
Emery, Chairman, President, and CEO of Black Hills will lead the combined
Black Hills/Aquila operations.
|
Information
Concerning Forward-Looking Statements
Statements
made in this document 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. In connection with the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995, Great Plains Energy, Aquila
and Black Hills Corporation are providing a number of important factors, risks
and uncertainties that could cause actual results to differ materially for
the
provided forward-looking information. These include: obtaining shareholder
approvals required for the transactions; the timing of, and the conditions
imposed by, regulatory approvals required for the transactions; satisfying
the
conditions to the closing of the transactions; Great Plains Energy and Black
Hills Corporation successfully integrating the acquired Aquila businesses into
their respective operations, avoiding problems which may result in either
company not operating as effectively and efficiently as expected; the timing
and
amount of cost-cutting synergies; unexpected costs or unexpected liabilities,
or
the effects of purchase accounting may be different from the companies’
expectations; the actual resulting credit ratings of the companies or their
respective subsidiaries; the effects on the businesses of the companies
resulting from uncertainty surrounding the transactions; the effect of future
regulatory or legislative actions on the companies; and other economic,
business, and/or competitive factors. Additional factors that may affect the
future results of Great Plains Energy, Aquila and Black Hills Corporation are
set forth in their most recent quarterly report on Form 10-Q or annual report
on
Form 10-K with the Securities and Exchange Commission ("SEC"), which are
available at www.greatplainsenergy.com, www.aquila.com and
www.blackhillscorporation.com, respectively. Great Plains Energy, Black Hills
Corporation and Aquila undertake no obligation to publicly update or revise
any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Additional
Information and Where to Find It
In
connection with the acquisition of Aquila by Great Plains Energy, Great Plains
Energy intends to file with the SEC a registration statement on Form S-4,
containing a joint proxy statement/prospectus and other relevant materials.
The
final joint proxy statement/prospectus will be mailed to the stockholders of
Great Plains Energy and Aquila. INVESTORS AND SECURITY HOLDERS OF GREAT PLAINS
ENERGY AND AQUILA ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND
THE
OTHER RELEVANT MATERIALS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT GREAT PLAINS ENERGY, AQUILA AND THE ACQUISITION.
The
registration statement and joint proxy statement/prospectus and other relevant
materials (when they become available), and any other documents filed by Great
Plains Energy or Aquila with the SEC, may be obtained free of charge at the
SEC’s web site at www.sec.gov. In addition, investors and security holders may
obtain free copies of the documents (when they are available) filed with the
SEC
by Great Plains Energy by directing a request to: Great Plains Energy, 1201
Walnut, Kansas City, MO, 64106, Attn: Investor Relations. Investors and security
holders may obtain free copies of the documents filed with the SEC by Aquila
by
contacting Aquila, 20 West Ninth Street, Kansas City, Mo, 64105, Attn: Investor
Relations.
Participants
in Proxy Solicitation
Great
Plains Energy, Aquila and their respective executive officers and directors
may
be deemed to be participants in the solicitation of proxies relating to the
proposed transaction. Information about the executive officers and directors
of
Great Plains Energy and their ownership of Great Plains Energy common stock
is
set forth in Great Plains Energy’s Annual Report on Form 10-K for the year ended
December 31, 2005, which was filed with the SEC on March 8, 2006, and the proxy
statement for Great Plains Energy’s 2006 Annual Meeting of Stockholders, which
was filed with the SEC on March 20, 2006. Information regarding Aquila’s
directors and executive officers and their ownership of Aquila common stock
is
set forth in Aquila’s Annual Report on Form 10-K for the year ended December 31,
2005, which was filed with the SEC on March 7, 2006, and the proxy statement
for
Aquila’s 2006 Annual Meeting of Stockholders, which was filed with the SEC on
March 24, 2006. Investors and security holders may obtain more detailed
information regarding the direct and indirect interests of Great Plains Energy,
Aquila and their respective executive officers and directors in the proposed
transaction by reading the joint proxy statement/prospectus regarding the
proposed transaction when it becomes available.