Filed Pursuant to Rule 424(b)(3)
Registration No. 333-221418
January 18, 2019
To
the Participants in the Vectren Corporation Automatic Dividend Reinvestment and Stock Purchase Plan:
As previously announced, Vectren
Corporation (
Vectren
) has entered into an Agreement and Plan of Merger (the
Merger Agreement
) with CenterPoint Energy, Inc. (
CenterPoint
) and Pacer Merger Sub, Inc. (
Merger
Sub
), pursuant to which Merger Sub will merge with and into Vectren, with Vectren continuing as a wholly owned subsidiary of CenterPoint (the
Merger
). The Merger is expected to close in the first quarter of 2019.
In contemplation of the closing of the Merger, and in order to facilitate an orderly share exchange process, the Board of Directors of Vectren
has terminated the Vectren Corporation Automatic Dividend Reinvestment and Stock Purchase Plan (the
DRIP
) effective as of January 18, 2019 (the
Effective Date
). As a result of the termination, there will be
no further purchases of, or reinvestment of dividends in, shares of Vectren common stock under the DRIP after the Effective Date, and any dividends payable by Vectren after the Effective Date will be paid to you in cash. All uninvested voluntary
cash collected from January 1, 2019, to January 18, 2019, for the purpose of purchasing Vectren common stock through the DRIP, whether made by check, automatic bank withdrawal, employee payroll deductions, or otherwise, will be returned to
plan participants beginning on or about January 25, 2019.
All
whole
shares of Vectren stock held in your DRIP account have
been transferred into a Direct Registration System book-entry form account (
DRS Account
) in your name held at Equiniti Trust Company, d/b/a EQ Shareowner Services (
EQ
), as administrator of the DRIP. Any
fractional
shares (defined as any
non-whole
share amount) of Vectren stock held in your DRIP account have been liquidated and EQ has issued you the enclosed check for such fractional shares since
fractional shares are not allowed in a DRS Account.
Upon the closing of the Merger, shareholder accounts in which all whole shares of
Vectren stock are held in a DRS Account at EQ will receive a check in an amount equal to the per share merger consideration provided for under the Merger Agreement. Shareholder accounts that hold shares in both certificate form and in a DRS Account
will, shortly after the closing of the Merger, receive a letter from EQ on behalf of CenterPoint which will explain their process for exchanging the shares held in certificate form for the merger consideration provided for under the Merger
Agreement.
If you have any questions on this matter, please direct all inquiries to the EQ Investor Center at (866)
614-9636.
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V
ECTREN
C
ORPORATION
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Ronald E. Christian
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Executive Vice President, Chief Legal and External Affairs Officer and Corporate Secretary
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