HALIFAX, Nova Scotia & BRIDGETOWN, Barbados--(BUSINESS WIRE)--Emera Inc. (“Emera”) (TSX: EMA) and Emera (Caribbean) Inc. (“ECI”) (BSE: ECI) today announced that Emera (Barbados) Holdings No. 2 Inc. (the “Offeror”), a wholly-owned subsidiary of Emera, will take up and pay for all of the common shares of ECI (the “ECI Shares”) validly deposited and not validly withdrawn from its offer to purchase all of the ECI Shares not already owned by the Offeror (the “Offer”).
The Offeror has waived the condition that at least 90% of the ECI Shares other than those not already owned by the Offeror be validly deposited pursuant to the Offer.
Under the terms of the Offer, ECI shareholders could elect to receive BB$33.30 in cash per common share (“Cash Offer”) or 2.100 depositary receipts (“DRs”) representing common shares in Emera (“DR Offer”) or a combination of the Cash Offer and the DR Offer. Each Emera DR will initially represent one quarter of an Emera common share. The DRs are approved to be listed on the Barbados Stock Exchange (“BSE”) and are expected to commence trading this month. The Offer represents a 30% premium to the price that the ECI shares last traded on the BSE.
Based on information provided by the depository for the Offer, and subject to verification by the BSE, as of 3:00 p.m. Barbados time on December 15, 2015, approximately 2,571,151 ECI Shares had been validly tendered and not validly withdrawn from the Offer (the “Tendered Shares”), representing approximately 77.87% of the ECI Shares not already owned by the Offeror. Following its acquisition of the Tendered Shares, the Offeror will own approximately 95.72% of the issued and outstanding ECI Shares. 92% of the Tendered Shares elected the DR Offer and 8%, the Cash Offer. The total consideration for the Tendered Shares is approximately BB$85.6 million. The Offeror intends to take-up and pay for the Tendered Shares as soon as practicable, which it currently expects to commence on or before December 18, 2015.
ECI is the holding company for several of Emera’s investments in the Caribbean region, including its investments in The Barbados Light & Power Company Ltd., Dominica Electricity Services Ltd., and St. Lucia Electricity Services Ltd.
Forward Looking Information
This news release contains forward looking information within the meaning of applicable securities laws. Actual future results may differ materially. Forward-looking statements include, but are not limited to, statements with respect to the market for and listing of the DRs and the value of the common shares of Emera underlying the DRs. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. By its nature, forward-looking information requires Emera to make assumptions and is subject to inherent risks and uncertainties. These statements reflect Emera management’s current beliefs and are based on information currently available to Emera management. There is risk that predictions, forecasts, conclusions and projections that constitute forward-looking information will not prove to be accurate, that Emera’s assumptions may not be correct and that actual results may differ materially from such forward-looking information. Additional detailed information about these assumptions, risks and uncertainties is included in Emera’s securities regulatory filings, including under the heading “Business Risks and Risk Management” in Emera’s annual Management Discussion and Analysis, and under the heading “Principal Risks and Uncertainties” in the notes to Emera’s annual and interim financial statements, which can be found on SEDAR at www.sedar.com. Except as required by law, Emera disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
About Emera Inc.
Emera Inc. is geographically diverse energy and services company headquartered in Halifax, Nova Scotia with approximately $11 billion in assets and 2014 revenues of $2.97 billion. The company invests in electricity generation, transmission and distribution, as well as gas transmission and utility energy services. Emera's strategy is focused on the transformation of the electricity industry to cleaner generation and the delivery of that clean energy to market. Emera has investments throughout northeastern North America, and in four Caribbean countries. Emera continues to target having 75-85% of its adjusted earnings come from rate-regulated businesses. Emera common and preferred shares are listed on the Toronto Stock Exchange and trade respectively under the symbol EMA, EMA.PR.A, EMA.PR.B, EMA.PR.C, EMA.PR.E, and EMA.PR.F and the instalment receipts are listed and trade under the symbol EMA.IR. Additional Information can be accessed at www.emera.com or at www.sedar.com.