TUCSON, Ariz.--(BUSINESS WIRE)--The Board of Directors of UNS Energy Corporation (NYSE: UNS) declared a third quarter dividend of 48 cents a share, subject to pro rata adjustment as described below based on the closing date of the company’s proposed acquisition by Fortis Inc. (TSX: FTS). If the merger does not close prior to September 5, 2014, the full dividend amount of $0.48 per share will be paid to shareholders of record as of September 5, 2014 and payable on September 25, 2014.
UNS Energy’s acquisition by Fortis remains subject to approval by the Arizona Corporation Commission (ACC), which will consider the matter in a meeting scheduled for August 12-13, 2014. If the ACC approves the acquisition at that meeting and other customary closing conditions are satisfied, the transaction is expected to be completed before the end of August 2014.
If the transaction closes before September 5, 2014, the dividend amount will be reduced by approximately $0.00527 per share per day for each day from the day after the closing through and including September 5, 2014. This amount is the daily equivalent of the current quarterly dividend rate of 48 cents per share. Under this scenario, the dividend would be paid to shareholders of record on the day the transaction closes, and payable as soon as practical following that date.
The declaration of dividend payments is at the board's sole discretion and is subject to numerous factors that ordinarily affect dividend policy, including the results of UNS Energy's operations and its financial position as well as general economic and business conditions.
The $4.3 billion acquisition, which includes the assumption of $1.8 billion in debt, has been reviewed and approved by the Federal Energy Regulatory Commission and the Committee on Foreign Investment in the United States. Requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 also were satisfied, leaving the ACC's consideration as the final regulatory review.
Additional details about the transaction are available online at uns.com/acquisition.
UNS Energy is a Tucson, Arizona-based company with consolidated assets of approximately $4.5 billion. UNS Energy's primary subsidiaries include Tucson Electric Power (TEP), which serves approximately 414,000 customers in southern Arizona, and UniSource Energy Services (UES), provider of natural gas and electric service for approximately 243,000 customers in northern and southern Arizona.
For more information about UNS Energy and its subsidiaries, visit uns.com.
Statements included in this news release and any documents incorporated by reference which are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements” for purposes of the safe harbor provided by Section 21E of the Exchange Act. Forward-looking statements may be identified by words including “anticipates,” “intends,” “estimates,” “believes,” “projects,” “expects,” “plans,” “assumes,” “seeks,” and similar expressions. Forward-looking statements including, without limitation, those relating to UNS Energy’s and its subsidiaries’ future business prospects, revenues, proceeds, working capital, investment valuations, liquidity, income, and margins, as well as the timing and consequences of the Fortis acquisition, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements, due to several important factors, including those identified from time-to-time in the forward-looking statements. Those factors include, but are not limited to: the possibility that various conditions precedent to the consummation of the Fortis transaction will not be satisfied or waived; the ability to obtain regulatory approvals of the Fortis transaction and the timing and terms thereof; state and federal regulatory and legislative decisions and actions; regional economic and market conditions which could affect customer growth and energy usage; weather variations affecting energy usage; the cost of debt and equity capital and access to capital markets; the performance of the stock market and changing interest rate environment, which affect the value of our pension and other retiree benefit plan assets and the related contribution requirements and expense; unexpected increases in O&M expense; resolution of pending litigation matters; changes in accounting standards; changes in critical accounting estimates; the ongoing restructuring of the electric industry; changes to long-term contracts; the cost of fuel and power supplies; cyber attacks or challenges to our information security; and the performance of TEP's generating plants; and certain presently unknown or unforeseen factors, including, but not limited to, acts of terrorism. UNS Energy and its subsidiaries undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. Given these uncertainties, undue reliance should not be placed on the forward-looking statements.