Unassociated Document
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 consists of a joint press release issued by Great Plains Energy
Incorporated and Aquila, Inc. on April 4, 2007.
Great
Plains Energy Contacts: Media: Matt
Tidwell
(816)
556-2069
Investor:
Todd
Allen
(816)
556-2083
Aquila
Contacts: Media:
Al
Butkus
(816)
467-3616
Media
Line: (816)
467-3000
Investor:
Neala
Hackett
(816)
467-3562
FOR
IMMEDIATE RELEASE
GREAT
PLAINS ENERGY AND AQUILA FILE ACQUISITION APPROVAL APPLICATIONS IN MISSOURI
AND
KANSAS
Kansas
City, MO (Apr. 4, 2007)
- Great
Plains Energy Incorporated (NYSE: GXP), its public utility subsidiary Kansas
City Power & Light Company (KCP&L) and Aquila, Inc. (NYSE: ILA) today
filed applications with the Missouri Public Service Commission and the Kansas
Corporation Commission seeking approval of the proposed acquisition by Great
Plains Energy of Aquila. The parties announced the proposed merger of Aquila
and
a subsidiary of Great Plains Energy, with Aquila surviving the merger and
becoming a wholly-owned subsidiary of Great Plains Energy, on February 7,
2007.
In
the
applications, the companies stated the transaction will provide benefits for
customers, communities and investors. In particular, Great Plains Energy
anticipates that the transaction will result in significant synergies, economies
of scale and efficiencies, which are currently estimated to be approximately
$500 million over the five year period of 2008-2012, with costs to achieve
(including transaction costs) of approximately $181 million.
In
Missouri, the companies have requested that Aquila be authorized to use an
additional amortization mechanism to maintain credit ratios once Aquila achieves
financial metrics necessary to support an investment-grade credit rating. This
mechanism is similar to the one used in KCP&L’s last rate case. Aquila and
KCP&L also requested authorization to amortize transaction and incremental
transition-related costs over five years, and to collectively retain for a
five
year period 50 percent of any synergy savings resulting from the transaction.
The companies are not seeking to recover any acquisition premium. In Kansas,
the
companies requested similar regulatory treatment of costs and synergies only
for
KCP&L; no regulatory treatment was requested for Aquila, as it will be
selling its non-Missouri utility operations to Black Hills Corporation
immediately before the merger closes.
Aquila
further requested approval in Missouri to distribute to Great Plains Energy
approximately $677 million of the proceeds from the sale of its non-Missouri
utility operations to Black Hills to fund substantially all of the cash portion
of the merger consideration payable to its shareholders by Great Plains
Energy.
These
regulatory applications, along with the regulatory applications filed by Aquila
and Black Hills today with respect to the sale of Aquila’s non-Missouri
operations to Black Hills, are the first joint regulatory filings made by Great
Plains Energy and Aquila regarding the proposed acquisition. The companies
expect to file an application with the Federal Energy Regulatory Commission
and
to file Hart-Scott-Rodino antitrust notifications in the future. Great Plains
Energy expects that, upon closing of the transaction, Aquila will be renamed
and
its operations integrated with KCP&L operations.
* * * *
Great
Plains Energy, headquartered in Kansas City, Mo., is the holding company for
KCP&L, a leading regulated provider of electricity in the Midwest, and
Strategic Energy, LLC, a competitive electricity supplier. The company's website
is www.greatplainsenergy.com.
Based
in
Kansas City, Mo., Aquila owns electric power generation and operates electric
and natural gas transmission and distribution networks serving nearly 1 million
customers in Colorado, Iowa, Kansas, Missouri and Nebraska. More information
on
Aquila is available at www.aquila.com.
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 is
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 successfully integrating the acquired Aquila
businesses into its other 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 Great
Plains Energy’s expectations; the actual resulting credit ratings of Great
Plains Energy or Aquila or their respective subsidiaries; the effects on the
businesses of Great Plains Energy or Aquila resulting from uncertainty
surrounding the transactions; the effect of future regulatory or legislative
actions on Great Plains Energy or Aquila; and other economic, business, and/or
competitive factors. Additional factors that may affect the future results
of
Great Plains Energy and Aquila 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
and
www.aquila.com,
respectively. Great Plains Energy undertakes 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
directing a request to 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, 2006, which was filed with the SEC on February 27, 2007, and the
proxy statement for Great Plains Energy’s 2007 Annual Meeting of Stockholders,
which was filed with the SEC on March 19, 2007. Information regarding Aquila
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,
2006, which was filed with the SEC on March 1, 2007 and the proxy statement
for
Aquila’s 2007 Annual Meeting of Stockholders, which was filed with the SEC on
March 21, 2007. 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.