CLEVELAND, Dec. 28, 2016 /PRNewswire/ -- Gas Natural
Inc. (NYSE MKT: EGAS) ("Gas Natural" or the "Company"), a holding
company operating local natural gas utilities serving approximately
68,600 customers in four states, today announced that, based on
votes cast at the Company's special meeting of shareholders held
earlier today, Gas Natural's shareholders voted to approve the
Company's previously announced plan to merge with FR Bison Merger
Sub, Inc., an indirect wholly-owned subsidiary of First Reserve
Energy Infrastructure Fund II, L.P ("First Reserve"), a leading
global private equity and infrastructure investment firm
exclusively focused on energy. Over 73.0% percent of the
outstanding shares voted, with 98.2% percent approving the proposed
merger.
"We are pleased with the result of the vote as it overwhelmingly
demonstrates the strong support for the transaction by our
shareholders," said Gregory J.
Osborne, Gas Natural's President and Chief Executive
Officer. "We have achieved a major milestone toward
completing the merger with First Reserve. With shareholder
support, we can move forward and seek regulatory approvals.
The result of the vote demonstrates shareholder confidence in the
strength of the franchise to serve our customers' needs and to grow
the business. I would like to thank Gas Natural Inc.
shareholders and employees for their support throughout the
process."
Under the terms of the merger agreement with First Reserve, Gas
Natural shareholders will receive $13.10 for each share of Gas Natural common stock
that they own.
Gas Natural and First Reserve continue to expect to complete the
transaction in the second half of 2017, subject to the satisfaction
of the remaining customary closing conditions, including the
approval of the Maine Public Utilities Commission, the Montana
Public Service Commission, the North Carolina Utilities Commission
and the Public Utility Commission of Ohio.
About Gas Natural Inc.
Gas Natural Inc., a holding
company, distributes and sells natural gas to residential,
commercial, and industrial customers. It distributes
approximately 21 billion cubic feet of natural gas to roughly
68,600 customers through regulated utilities operating
in Montana, Ohio, Maine and North
Carolina. The Company's other operations include intrastate
pipeline, natural gas production and natural gas marketing.
The Company's Montana public utility was originally
incorporated in 1909. Gas Natural Inc. regularly posts
information on its website at www.egas.net.
About First Reserve
First Reserve is a leading
global private equity and infrastructure investment firm
exclusively focused on energy. With over 30 years of industry
insight, investment expertise and operational excellence, First
Reserve has cultivated an enduring network of global relationships
and raised approximately USD $31 billion of aggregate
capital since inception. Putting these to work, First
Reserve has completed approximately 600 transactions
(including platform investments and add-on acquisitions), creating
several notable energy companies throughout First Reserve's
history. Its portfolio companies operate on six continents,
spanning the energy spectrum from upstream oil and gas to midstream
and downstream, including resources, equipment and services and
infrastructure. For more information, please
visit www.firstreserve.com.
Safe Harbor Regarding Forward-Looking
Statements
The Company is including the following
cautionary statement in this release to make applicable, and to
take advantage of, the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995 for any forward-looking
statements made by, or on behalf of, Gas Natural
Inc. Forward-looking statements are all statements other
than statements of historical fact, including, without limitation,
those that are identified by the use of the words "anticipates,"
"estimates," "expects" "intends," "plans," "predicts," "believes,"
"may," "will" and similar expressions. Such statements are
inherently subject to a variety of risks and uncertainties that
could cause actual results to differ materially from those
expressed. Factors that may affect forward-looking statements
and the Company's business generally include, but are not limited
to the Company's ability to complete the proposed transaction; any
event, change or circumstance that might give rise to the
termination of the merger agreement; the effect of the
announcement of the proposed transaction on the Company's
relationships with its customers, operating results and business
generally; the risk that the proposed transaction will not be
consummated in a timely manner; the failure to receive, on a timely
basis or otherwise, approval of the merger, and the other
transactions contemplated by the merger agreement, by the Company's
shareholders or the approval of government or regulatory agencies
with regard to the merger; the failure of one or more conditions to
the closing of the merger to be satisfied; risks arising from the
merger's diversion of management's attention from our ongoing
business operations; risks that the Company's stock price
may decline significantly if the merger is not completed; the
Company's ability to successfully integrate the operations of the
companies it has acquired and consummate additional acquisitions;
the Company's continued ability to make dividend payments; the
Company's ability to implement its business plan, grow earnings and
improve returns on investment; fluctuating energy commodity prices;
the possibility that regulators may not permit the Company to pass
through all of its increased costs to its customers; changes in the
utility regulatory environment; wholesale and retail competition;
the Company's ability to satisfy its debt obligations, including
compliance with financial covenants; weather conditions; litigation
risks; and various other matters, many of which are beyond the
Company's control; the risk factors and cautionary statements made
in the Company's public filings with the Securities and
Exchange Commission (the "SEC"); and other factors that the
Company is currently unable to identify or quantify, but may exist
in the future. Gas Natural Inc. expressly undertakes no
obligation to update or revise any forward-looking statement
contained herein to reflect any change in Gas Natural
Inc.'s expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is
based. Additional factors that may affect the future results
of the Company are set forth in its filings with the SEC,
including its Annual Report on Form 10-K for the year
ended December 31, 2015 and recent Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K filed with the SEC,
which are available on the SEC's website
at www.sec.gov. Readers are cautioned not
to place undue reliance on these forward-looking statements, which
speak only as of the date thereof.
For more
information, contact
|
Gas Natural
Inc.
|
Investor
Relations
|
James E. Sprague,
Chief Financial Officer
|
Deborah K. Pawlowski
or Karen L. Howard, Kei Advisors LLC
|
Phone: (216)
202-1564
|
Phone: (716)
843-3908 / (716) 843-3942
|
Email:
jsprague@egas.net
|
Email:
dpawlowski@keiadvisors.com / khoward@keiadvisors.com
|
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SOURCE Gas Natural Inc.