AVANGRID and PNM Resources Merger Agreement Extended; Companies File Notice of Appeal With New Mexico Supreme Court
03 Januar 2022 - 11:53PM
Business Wire
Today, AVANGRID, Inc. (NYSE: AGR), a leading sustainable energy
company, announced it has entered into an amendment of the merger
agreement with PNM Resources (NYSE: PNM) extending the end date to
April 20, 2023. The companies have also filed a Notice of Appeal
with the New Mexico Supreme Court of the December 2021 New Mexico
Public Regulation Commission’s (NMPRC) order that rejected a
stipulated agreement for approval of the merger.
“We remain committed to the merger between AVANGRID and PNM
Resources, two companies that share a passion for our customers,
employees and the communities we serve,” said AVANGRID CEO, Dennis
V. Arriola. “Uniting our resources would accelerate New Mexico’s
clean energy future with a dedicated focus on reliability and
resilience. We look forward to one day welcoming PNM into the
AVANGRID family, where we would be steadfastly committed to
providing economic, social and environmental value to the
communities we serve, just as we do in communities across the
country today.”
In 2021, the merger received approval from five federal agencies
and the Public Utility Commission of Texas. Additional community
supporters voiced their opinions at a December 3, 2021, press
conference, including the New Mexico Office of the Attorney
General, the All-Pueblo Council of Governors (APCG), the New Mexico
Chamber of Commerce, the Greater Albuquerque Chamber of Commerce,
the Albuquerque Hispano Chamber of Commerce, and Western Resource
Advocates (WRA).
The stipulated agreement would have provided more than $300
million in benefits to New Mexico customers and communities, while
implementing safeguards to ensure continued local control of
utility operations and reliable service to customers. The extension
filed today will allow the companies time to continue to work
together through the appeal process. As amended, the Merger
Agreement may be terminated by both AVANGRID and PNMR under certain
circumstances, including if the Merger is not consummated by April
20, 2023, subject to a three-month extension by AVANGRID and PNMR
by mutual consent subject to various closing conditions.
About AVANGRID: AVANGRID, Inc. (NYSE: AGR) aspires to be
the leading sustainable energy company in the United States.
Headquartered in Orange, CT, with approximately $39 billion in
assets and operations in 24 U.S. states, AVANGRID has two primary
lines of business: Avangrid Networks and Avangrid Renewables.
Avangrid Networks owns and operates eight electric and natural gas
utilities, serving more than 3.3 million customers in New York and
New England. Avangrid Renewables owns and operates a portfolio of
renewable energy generation facilities across the United States.
AVANGRID employs approximately 7,000 people and has been recognized
by Forbes and Just Capital as one of the 2021 JUST 100 companies –
a list of America’s best corporate citizens – and was ranked number
one within the utility sector for its commitment to the environment
and the communities it serves. The company supports the U.N.’s
Sustainable Development Goals and was named among the World’s Most
Ethical Companies in 2021 for the third consecutive year by the
Ethisphere Institute. For more information, visit
www.avangrid.com.
Forward-Looking Statements
Certain statements made in this press release that relate to
future events or expectations, developments, projections,
estimates, intentions, goals, targets, and strategies are made
pursuant to the Private Securities Litigation Reform Act of 1995.
All statements contained in this press release that do not relate
to matters of historical fact should be considered forward-looking
statements, and are generally identified by words such as “may,”
“will,” “would,” “can,” “expect(s),” “intend(s),” “anticipate(s),”
“estimate(s),” “believe(s),” “future,” “could,” “should,”
“plan(s),” “aim(s),” “assume(s)”, “project(s)”, “target(s)”,
“forecast(s)”, “seek(s)” and or the negative of such terms or other
variations on such terms, comparable terminology or similar
expressions. These forward-looking statements generally include
statements regarding the potential transaction between Avangrid and
PNMR, including any statements regarding the expected timetable for
completing the potential merger, the ability to complete the
potential merger, the expected benefits of the potential merger,
projected financial information, future opportunities, and any
other statements regarding Avangrid’s and PNMR’s future
expectations, beliefs, plans, objectives, results of operations,
financial condition and cash flows, or future events or
performance. Readers are cautioned that all forward-looking
statements are based upon current reasonable beliefs, expectations
and assumptions. Neither Avangrid nor PNMR assumes any obligation
to update this information. Because actual results may differ
materially from those expressed or implied by these forward-looking
statements, Avangrid and PNMR caution readers not to place undue
reliance on these statements. Avangrid’s and PNMR’s business,
financial condition, cash flow, and operating results are
influenced by many factors, which are often beyond its control,
that can cause actual results to differ from those expressed or
implied by the forward-looking statements. For a discussion of risk
factors and other important factors affecting forward-looking
statements, please see Avangrid’s Form 10-K and Form 10-Q filings
and the information filed on Avangrid’s Forms 8-K with the
Securities and Exchange Commission (the “SEC”) as well as its
subsequent SEC filings, and the risks and uncertainties related to
the proposed merger with PNMR, including, but not limited to: the
expected timing and likelihood of completion of the pending merger,
including the timing, receipt and terms and conditions of any
required governmental and regulatory approvals of the pending
merger that could reduce anticipated benefits or cause the parties
to abandon the transaction, the failure by Avangrid to obtain the
necessary financing arrangement set forth in commitment letter
received in connection with the merger, the occurrence of any
event, change or other circumstances that could give rise to the
termination of the merger agreement, the possibility that PNMR’s
shareholders may not approve the merger agreement, the risk that
the parties may not be able to satisfy the conditions to the
proposed merger in a timely manner or at all, risks related to
disruption of management time from ongoing business operations due
to the proposed merger, and the risk that the proposed transaction
and its announcement could have an adverse effect on the ability of
PNMR to retain and hire key personnel and maintain relationships
with its customers and suppliers, and on its operating results and
businesses generally. Other unpredictable or unknown factors not
discussed in this communication could also have material adverse
effects on forward-looking statements. Readers are cautioned not to
place undue reliance on these forward-looking statements that speak
only as of the date hereof.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220103005471/en/
Media: Zsoka McDonald (203) 997-6892 or
zsoka.mcdonald@avangrid.com
Investors: Patricia Cosgel (203) 499-2624 or
patricia.cosgel@avangrid.com
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