Pennichuck Corporation Shareholders Approve Acquisition by Nashua
16 June 2011 - 7:55AM
Marketwired
Pennichuck Corporation (NASDAQ: PNNW) today announced that at a
Special Meeting of its shareholders on June 15, 2011, the holders
of at least two-thirds of its common stock outstanding as of April
15, 2011, voted to approve the November 11, 2010 Agreement and Plan
of Merger (the "Merger Agreement") entered into between Pennichuck
and the City of Nashua, New Hampshire, whereby the City has agreed
to acquire all of the outstanding common shares of Pennichuck for
$29.00 per share in cash.
Commenting on the results of the vote, Duane C. Montopoli,
Pennichuck's President and Chief Executive Officer, said, "We are
very pleased with this outcome, which is consistent with the
unanimous determination by our Board of Directors that the Merger
Agreement and the transactions contemplated thereby are advisable,
fair to and in the best interests of the Company and our
shareholders."
Looking ahead, remaining conditions to closing include, (a)
advance approval by the New Hampshire Public Utilities Commission
("NHPUC"), and (b) Nashua's ability to obtain appropriate
financing. While we remain committed to completing this transaction
as quickly as possible, we are not able to predict whether the
remaining approvals, contingencies and other conditions precedent
to closing will be obtained, resolved or satisfied, as applicable,
and therefore if and when this transaction ultimately will be
consummated.
About Pennichuck Corporation
Pennichuck Corporation is a holding company involved principally
in the supply and distribution of potable water in New Hampshire
through its three regulated water utilities. Its non-regulated,
water-related activities include operations and maintenance
contracts with municipalities and private entities in New Hampshire
and Massachusetts. The Company's real estate operations are
involved in the ownership, management and commercialization of real
estate in southern New Hampshire.
Pennichuck Corporation's common stock trades on the Nasdaq
Global Market under the symbol "PNNW." If and when the proposed
merger with the City of Nashua is completed, Pennichuck's common
stock will cease to be publicly traded. The Company's website is at
www.pennichuck.com.
Forward-Looking Statements
This news release may contain certain forward-looking statements
with respect to the financial condition, results of operations and
business of Pennichuck Corporation. Forward-looking statements are
based on current information and expectations available to
management at the time the statements are made, and are subject to
various factors, risks and uncertainties that could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements. These factors include, but are not
limited to, a future judicial or regulatory determination that
events prior to the November 11, 2010 effective date of our merger
agreement with the City of Nashua constituted a final determination
of the price to be paid under RSA 38:13 and triggered the statutory
90-day period within which the City was required to decide whether
to take, by eminent domain, the assets of our Pennichuck Water
Works, Inc. subsidiary; the expiration of said 90-day period
without the City having made any such decision; whether the merger
transaction is approved by the NHPUC; whether the merger
transaction is ultimately consummated; the outcome of requests for
rate relief from the NHPUC from time to time; changes in
governmental regulations; legislation and/or regulation and
accounting factors affecting Pennichuck Corporation's financial
condition and results of operations; the availability and cost of
capital, including the impact on our borrowing costs of changes in
interest rates; and, the impact of weather. Investors are
encouraged to access Pennichuck Corporation's annual and quarterly
periodic reports filed with the Securities and Exchange Commission
for financial and business information regarding Pennichuck
Corporation, including a more detailed discussion of these and
other risks and uncertainties that could affect Pennichuck
Corporation's forward-looking statements. We undertake no
obligation to update or revise publicly any forward-looking
statement.
For More Information, Contact: Thomas C. Leonard Senior
Vice President and Chief Financial Officer Phone: 603-913-2300 Fax:
603-913-2305
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