Media Contact:
Dominick DiRocco (732) 239-4462
ddirocco@sjindustries.com
Investor Contact: Dan Fidell(609)
561-9000 ext. 7027dfidell@sjindustries.com
FOR IMMEDIATE RELEASE
South Jersey Industries, Inc.
Enters into Agreement to be Acquired by
the Infrastructure Investments Fund
Represents Significant Long-Term Investment to
Support the Success of SJI, Its Employees,Customers and
Communities
Reinforces SJI’s Ability to Provide Safe,
Reliable, Affordable Clean Energy, Including Achieving Critical
Decarbonization Efforts by 2040
SJI to Remain Locally Managed and Operated with
Headquarters in Folsom, New Jersey
FOLSOM, NJ, and NEW YORK, February
24, 2022 – South Jersey Industries, Inc.
(NYSE: SJI) (SJI) and the Infrastructure Investments Fund (IIF), a
private investment vehicle focused on investing in critical
infrastructure assets, today announced that they have entered into
a definitive agreement under which IIF will purchase SJI for $36.00
per share in cash, reflecting an enterprise value of approximately
$8.1 billion.
“As energy markets across the U.S. and New Jersey accelerate the
transition toward low carbon and renewable energy, the SJI Board
determined that now is the opportune time to join forces with IIF,”
said Mike Renna, President and CEO, SJI. “IIF is a trusted partner
and long-term investor in utility and renewable energy companies,
and together we will be well positioned to execute on SJI’s clean
energy and decarbonization initiatives in support of the
environmental goals of our State and region. In addition, as a
private company and with IIF’s support, we will have additional
resources to continue to modernize our critical infrastructure,
maintain our high standard of customer service at reasonable rates,
and further enhance the safety, reliability and sustainability of
our businesses.”
Mr. Renna continued, “This transaction is a testament to the
achievements of our employees, and we are pleased that IIF
recognizes the strength of our workforce and culture and shares our
commitment to supporting the communities we serve. I would like to
thank each of our employees for all they do each day to contribute
to the success of SJI. I look forward to building on our strong
foundation together.”
IIF’s long-term approach to investing in utility and
infrastructure assets is directly aligned with SJI’s mission to
“build a better today and tomorrow” for the more than 700,000
families and businesses SJI serves, while continuing to support its
1,100-employee workforce and the communities in which SJI operates.
SJI and IIF will work together to advance SJI’s sustainability
goals while SJI continues to provide excellent customer service,
maintains an outstanding team and culture, and delivers on its
commitment to improving the quality of life for all those who live
and work in the communities it serves.
Andrew Gilbert, Investment Principal to IIF, said, “SJI has
established itself as a leader among its peers, distinguished by
the strength of its utilities and ability to provide quality
service to its customers. SJI’s long track record of investing in
sustainability and clean energy initiatives has translated into a
clear competitive advantage. We believe our expertise, resources
and experience can help SJI further build on its leading position
in the industry. We have great respect for SJI’s talented team and
look forward to partnering with them to safely provide clean and
reliable energy to the communities of New Jersey.”
Leadership and Headquarters
Following the close of the transaction, SJI will remain locally
managed and operated with headquarters in Folsom, New Jersey. Mike
Renna will continue as Chief Executive Officer and the current
management team will continue to lead SJI.
Terms of the Transaction
The per share purchase price of $36.00 represents a 46.3%
premium to SJI’s 30-day VWAP as of February 23, 2022, the last
trading day prior to the announcement of the agreement. The
transaction was unanimously approved by SJI’s Board of Directors
and is expected to close in the fourth quarter of 2022, subject to
the approval of SJI’s shareholders, the receipt of regulatory
approvals, including by the New Jersey Board of Public Utilities,
and other customary closing conditions. Dividends payable to SJI
shareholders are expected to continue in the ordinary course until
the closing, subject to approval by SJI’s Board of Directors. Upon
completion of the transaction, SJI’s shares will no longer trade on
the New York Stock Exchange, and SJI will become a private
company.
Fourth Quarter and Full Year 2021 Earnings
Results
In a separate press release, SJI today issued its financial
results for the fourth quarter and fiscal year ended December 31,
2021, which is accessible by visiting the Investor Relations
section of the SJI corporate website at
https://investors.sjindustries.com/home/default.aspx. In light of
the announced transaction with IIF, SJI will not hold an earnings
conference call.
Advisors
BofA Securities is acting as exclusive financial advisor and
Gibson, Dunn & Crutcher LLP is acting as legal advisor to SJI.
Centerview Partners is acting as exclusive financial advisor and
Skadden, Arps, Slate, Meagher & Flom LLP is acting as legal
advisor to IIF. In addition, IIF has a committed bridge financing
facility in place led by KeyBanc Capital Markets and PNC Capital
Markets to support the transaction.
About SJISJI (NYSE: SJI), an energy
infrastructure holding company based in Folsom, NJ, delivers energy
services to customers through two primary subsidiaries: SJI
Utilities (SJIU) and SJI Energy Enterprises (SJIEE). SJIU houses
the company’s regulated natural gas utility operations, delivering
safe, reliable and affordable natural gas to more than 700,000
residential, commercial and industrial customers across New Jersey
via its South Jersey Gas and Elizabethtown Gas subsidiaries. SJIEE
houses the company’s non-utility operations primarily focused on
clean energy development and decarbonization via renewable energy
production and energy management activities. Visit sjindustries.com
for more information about SJI and its subsidiaries.
About The Infrastructure Investments FundThe
Infrastructure Investments Fund (IIF) is an approximately $20
billion private investment vehicle focused on investing in critical
infrastructure assets. IIF is responsible for investing and growing
the retirement funds of more than 60 million families.
Headquartered in New York with additional offices in London, and
advised by a dedicated infrastructure investment group within J.P.
Morgan Investment Management Inc., IIF is a long-term owner of
companies that provide essential services, such as renewable
energy, water, natural gas and electric utilities, and
transportation infrastructure, all of which are vital to the
economic health and productivity of the communities in which it
operates.
IIF’s portfolio of companies serves over 10 million customers
and employs over 10,000 people from local communities. Providing
local essential services – with employees, customers and
communities that often overlap – requires IIF’s companies to be
well-governed, have a strong culture and be stewards of the
environment in order to fulfill the terms of its social license to
operate.
IIF’s 18 portfolio companies are located primarily in the United
States, Europe and Australia, and include five utility companies
globally. IIF also has significant experience developing renewable
energy sources, having invested billions in renewable power
generation assets which collectively provide 6.1 GW of renewable
capacity.
Additional Information and Where to Find It
In connection with the proposed transaction, SJI expects to file
a proxy statement, as well as other relevant materials, with the
Securities and Exchange Commission (the “SEC”). This communication
is not intended to be, and is not, a substitute for the proxy
statement or any other document that SJI may file with the SEC in
connection with the proposed transaction. WE URGE
INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED TRANSACTION. Investors will be able to
obtain free copies of the proxy statement (when available) and
other documents that will be filed by SJI with the SEC
at http://www.sec.gov, the SEC’s website, or from SJI’s
website (https://investors.sjindustries.com). In addition, the
proxy statement and other documents filed by SJI with the SEC (when
available) may be obtained from SJI free of charge by directing a
request to Investor Relations at investors.sjindustries.com.
Participants in the Solicitation
SJI, its directors and certain of its officers and employees,
may be deemed to be participants in the solicitation of proxies
from SJI shareholders in connection with the proposed transaction.
Information about SJI’s directors and executive officers is set
forth in its definitive proxy statement for its 2021 annual meeting
of shareholders filed with the SEC on March 18, 2021. To the extent
the holdings of the SJI securities by the SJI directors and
executive officers have changed since the amounts set forth in the
proxy statement for its 2021 annual meeting of shareholders, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. These documents may be
obtained free of charge at the SEC’s web site at www.sec.gov and on
the Investor Relations page of SJI’s website located at
https://investors.sjindustries.com. Additional information
regarding the interests of participants in the solicitation of
proxies in connection with the proposed transaction will be
included in the proxy statement and other relevant materials SJI
may file with the SEC.
Forward-Looking Statements
This news release includes statements that are forward-looking
statements made pursuant to the safe harbor provisions of the
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, including
statements regarding the proposed acquisition of the Company,
shareholder and regulatory approvals, the expected timetable for
completing the proposed transaction and any other statements
regarding the Company’s future expectations, beliefs, plans,
objectives, financial conditions, assumptions or future events or
performance that are not historical facts. This information may
involve risks and uncertainties that could cause actual results to
differ materially from such forward-looking statements. These
risks and uncertainties include, but are not limited to: failure to
obtain the required vote of the Company’s shareholders; the timing
to consummate the proposed transaction; satisfaction of the
conditions to closing of the proposed transaction may not be
satisfied; the risk that a regulatory approval that may be required
for the proposed transaction is not obtained or is obtained subject
to conditions that are not anticipated; the diversion of
management’s time on transaction-related issues.
All statements, other than statements of historical fact,
including statements regarding guidance, industry prospects, future
results of operations or financial position, expected sources of
incremental margin, strategy, financing needs, future capital
expenditures and the outcome or effect of ongoing litigation,
should be considered forward looking statements made in good faith
by the Company, as applicable, and are intended to qualify for the
safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. When used in this release, or any
other documents, words such as “anticipate,” “believe,” "estimate,"
“expect,” “forecast,” “goal,” “intend,” “objective,” “plan,”
“project,” “seek,” “strategy,” "target," "will" and similar
expressions are intended to identify forward looking statements.
These forward looking statements are based on the beliefs and
assumptions of management at the time that these statements were
prepared and are inherently uncertain. Such forward looking
statements are subject to risks and uncertainties that could cause
actual results to differ materially from those expressed or implied
in the forward looking statements. These risks and uncertainties,
as well as other risks and uncertainties that could cause our
actual results to differ materially from those expressed in the
forward looking statements, are described in greater detail under
the heading “Item 1A. Risk Factors” on Form 10-K for the year ended
December 31, 2021 and in any other SEC filings made by the
Company. The company cautions that these risks and factors
are not exclusive. Management cautions against putting undue
reliance on forward-looking statements or projecting any future
results based on such statements or present or prior earnings
levels. Forward-looking statements speak only as of the date of
this press release, and the Company does not undertake any
obligation to update or supplement any forward-looking statements
to reflect actual results, new information, future events, changes
in its expectations or other circumstances that exist after the
date as of which the forward-looking statements were made.
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