Shareholder Votes Scheduled for November 21, 2017
Anticipate Merger Close in First Half of 2018
KANSAS CITY, Mo. & TOPEKA, Kan.--(BUSINESS WIRE)--Oct. 10, 2017--
Westar Energy, Inc. (NYSE: WR) and Great Plains Energy Incorporated
(NYSE: GXP) today each announced special meetings on Tuesday, November
21, 2017, for their respective shareholders to vote on the companies’
proposed merger of equals.
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Great Plains Energy’s Special Meeting of Shareholders will be held on
November 21, 2017, at 10 a.m. Central Time at Great Plains Energy, One
Kansas City Place, 1200 Main Street, Kansas City, Missouri 64105
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Westar Energy’s Special Meeting of Shareholders will be held on
November 21, 2017, at 10 a.m. Central Time at Westar Energy, 818 S.
Kansas Avenue, Topeka, Kansas 66612
Westar Energy’s common shareholders and Great Plains Energy’s common
shareholders of record as of the close of business on October 6, 2017,
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
registration statement containing the companies’ joint proxy
statement/prospectus on October 10, 2017. 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 transaction.
The merger of Westar Energy and Great Plains Energy is expected to
create a leading Midwest electric utility and is expected to drive value
for shareholders, generate customer benefits and maintain community
commitments, including:
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Significant earnings accretion for both Great Plains Energy and Westar
Energy; targeting 6-8 percent compounded annual earnings per share
growth from 2016-2021;
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A stronger platform for dividend growth, with expected increases
in-line with earnings per share growth and a pro forma payout ratio of
60-70 percent;
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Strong credit profile and balance sheet creating financial flexibility
for targeted investments and capital returns including post-closing
share repurchases to rebalance capital structure;
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Increased scale and a more diverse, sustainable generation portfolio;
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Significant cost savings for customers and a better opportunity to
earn allowed returns in all jurisdictions;
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An immediate upfront bill credit for all retail customers in an
aggregate amount of $50 million across all customers in Missouri and
Kansas upon the closing of the merger; and
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No involuntary severance of employees due to the merger, strong
workforce across the combined company’s operations, and operating
headquarters in both Kansas City, Missouri, and Topeka, Kansas.
As previously announced, the companies expect the merger to close in the
first half of 2018, subject to the satisfaction of the closing
conditions in the merger agreement, including approval by Great Plains
Energy’s shareholders and Westar Energy’s shareholders and the receipt
of regulatory approvals, including the Kansas Corporation Commission,
the Missouri Public Service Commission, the Federal Energy Regulatory
Commission, the Nuclear Regulatory Commission, the Federal
Communications Commission and clearance and reporting requirements under
the Hart-Scott-Rodino Act.
About Westar Energy
As Kansas’ largest electric utility, Westar Energy, Inc. (NYSE:WR)
provides customers the safe, reliable electricity needed to power their
businesses and homes. Half the electricity supplied to the company’s
700,000 customers comes from emissions-free sources – nuclear, wind and
solar – with a third coming from renewables. Westar is a leader in
electric transmission in Kansas, coordinating a network of lines and
substations that support one of the largest consolidations of wind
energy in the nation. For more information about Westar Energy, visit www.WestarEnergy.com.
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.
Forward-Looking Statements
Statements made in this communication 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
include, but are not limited to, statements relating to the anticipated
merger transaction of Great Plains Energy Incorporated (Great Plains
Energy) and Westar Energy, Inc. (Westar Energy), including those that
relate to the expected financial and operational benefits of the merger
to the companies and their shareholders (including cost savings,
operational efficiencies and the impact of the anticipated merger on
earnings per share), the expected timing of closing, the outcome of
regulatory proceedings, cost estimates of capital projects, dividend
growth, share repurchases, balance sheet and credit ratings, rebates to
customers, employee issues 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 Westar
Energy 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 Westar Energy; 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 that 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 and Westar Energy’s ability to
successfully manage and integrate their respective transmission joint
ventures; 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 and Westar
Energy to obtain the regulatory and shareholder approvals necessary to
complete the anticipated merger or the imposition of adverse conditions
or costs in connection with obtaining regulatory approvals; the risk
that a condition to the closing of the anticipated merger may not be
satisfied or that the anticipated merger may fail to close; the outcome
of any legal proceedings, regulatory proceedings or enforcement matters
that may be instituted relating to the anticipated merger; the costs
incurred to consummate the anticipated merger; the possibility that the
expected value creation from the anticipated merger will not be
realized, or will not be realized within the expected time period;
difficulties related to the integration of the two companies; the credit
ratings of the combined company following the anticipated merger;
disruption from the anticipated merger making it more difficult to
maintain relationships with customers, employees, regulators or
suppliers; the diversion of management time and attention on the
anticipated merger; and other risks and uncertainties.
This list of factors is not all-inclusive because it is not possible to
predict all factors. Additional risks and uncertainties will be
discussed in the joint proxy statement/prospectus and other materials
that Great Plains Energy, Westar Energy and Monarch Energy Holding, Inc.
(Monarch Energy) will file with the Securities and Exchange Commission
(SEC) in connection with the anticipated merger. Other risk factors are
detailed from time to time in quarterly reports on Form 10-Q and annual
reports on Form 10-K filed by Great Plains Energy, KCP&L and Westar
Energy with the SEC. Each forward-looking statement speaks only as of
the date of the particular statement. Monarch Energy, Great Plains
Energy, KCP&L and Westar Energy undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result of
new information, future events or otherwise.
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
transactions, Monarch Energy has filed with the SEC a Registration
Statement on Form S-4 (Registration No. 333-220465), which was declared
effective by the SEC, Great Plains Energy and Westar Energy have each
filed a definitive joint proxy statement, which also constitutes a
prospectus of Monarch Energy, each of which is publicly available, and
Great Plains Energy, Westar Energy and Monarch Energy have filed and may
file other documents regarding the proposed transactions with the SEC.
Great Plains Energy and Westar Energy intend to mail the definitive
joint proxy statement/prospectus in connection with the transactions to
their respective shareholders on or about October 13, 2017. WE URGE
INVESTORS TO READ THE REGISTRATION STATEMENT AND DEFINITIVE JOINT PROXY
STATEMENT/PROSPECTUS AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT GREAT PLAINS ENERGY, WESTAR ENERGY,
MONARCH ENERGY AND THE PROPOSED TRANSACTIONS.
Investors can obtain free copies of the Registration Statement and
definitive joint proxy statement/prospectus and other documents filed by
Monarch Energy, Great Plains Energy and Westar Energy with the SEC at http://www.sec.gov,
the SEC’s website. These documents filed by Great Plains Energy and
Monarch Energy are also available 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,” or by contacting Great Plains Energy’s Investor Relations
Department at 1-800-245-5275. These documents filed by Westar Energy are
also available free of charge from Westar Energy’s website (http://www.westarenergy.com)
under the tab “Investors” and then under the heading “SEC Filings,” or
by contacting Westar Energy’s Investor Relations Department at
785-575-8227.
Participants in Proxy Solicitation
Great Plains Energy, Westar Energy and their respective directors and
certain of their executive officers and employees may be deemed, under
SEC rules, to be participants in the solicitation of proxies from Great
Plains Energy’s and Westar Energy’s shareholders with respect to the
proposed transactions. Information regarding the officers and directors
of Great Plains Energy is included in its definitive proxy statement for
its 2017 annual meeting filed with the SEC on March 23, 2017.
Information regarding the officers and directors of Westar Energy is
included in its definitive proxy statement for its 2017 annual meeting
filed with the SEC on September 14, 2017. Additional information
regarding the identity of potential participants, and their direct or
indirect interests, by securities, holdings or otherwise, is set forth
in the Registration Statement and definitive joint proxy
statement/prospectus and other materials filed with SEC in connection
with the proposed merger. Free copies of these documents may be obtained
as described in the paragraphs above.
View source version on businesswire.com: http://www.businesswire.com/news/home/20171010006696/en/
Source: Great Plains Energy Incorporated
Great Plains Energy
Investors:
Calvin Girard,
816-654-1777
Senior Manager, Investor Relations
Calvin.Girard@kcpl.com
or
Media:
Katie
McDonald, 816-556-2365
Senior Director, Corporate Communications
Katie.McDonald@kcpl.com
or
Westar
Energy
Investors:
Cody VandeVelde, 785-575-8227
Director,
Investor Relations
Cody.VandeVelde@westarenergy.com
or
Media:
Gina
Penzig, 785-575-8089
Media Relations Manager
Gina.Penzig@westarenergy.com
Media
line: 888-613-0003
