Chesapeake Utilities Corporation Obtains All Merger-Related Public Service Commission Regulatory Approvals
22 July 2009 - 12:00AM
PR Newswire (US)
DOVER, Del., July 21 /PRNewswire-FirstCall/ -- Chesapeake Utilities
Corporation (NYSE:CPK) announced today that it has received all
public service commission regulatory approvals required for its
merger with Florida Public Utilities Company (FPU) (NYSE Amex:
FPU). On April 20, 2009, Chesapeake Utilities Corporation announced
the signing of a definitive merger agreement with Florida Public
Utilities. Chesapeake has received all approvals needed from the
Delaware Public Service Commission (DPSC), the Maryland Public
Service Commission (MPSC) and the Florida Public Service Commission
(FPSC). The transaction is not subject to approval by the Federal
Energy Regulatory Commission (FERC). Chesapeake and FPU also
submitted to the Antitrust Division of the United States Department
of Justice (DOJ) and the Federal Trade Commission (FTC) the
necessary filings in accordance with the Hart-Scott-Rodino
Antitrust Improvements Act (HSR). The statutory waiting period
under the HSR expired with no comment from the DOJ or the FTC, thus
allowing the companies to continue with the merger. The expiration
of the HSR waiting period does not, however, preclude the DOJ and
the FTC from challenging the merger on antitrust grounds.
"Chesapeake and FPU will now proceed with the next step in the
process, which is filing with the Securities and Exchange
Commission their joint proxy and the Chesapeake registration
statement for the registration of the Chesapeake shares to be
issued in the merger. Chesapeake will also be filing with the New
York Stock Exchange its listing application for the Chesapeake
shares," said John R. Schimkaitis, Chesapeake's President and Chief
Executive Officer. Chesapeake's management still believes that the
merger will close sometime in the fourth quarter of 2009, although
there can be no assurances as to whether the merger will close or
the actual timing of the closing. After the close of the merger,
Florida Public Utilities will be a wholly owned subsidiary of
Chesapeake. About Chesapeake Utilities Corporation
(http://www.chpk.com/) Incorporated in 1947, Chesapeake is a
diversified utility company engaged in natural gas distribution,
transmission and marketing, propane distribution and wholesale
marketing, advanced information services and other related
businesses. In total, Chesapeake currently serves approximately
100,000 distribution customers with either natural gas or propane
gas. Chesapeake employs 448 people and posted $291.4 million in
revenue for 2008. Chesapeake's natural gas distribution operations
serve approximately 65,000 residential, commercial and industrial
customers in Delaware, Maryland and Florida. Eastern Shore Natural
Gas Company, Chesapeake's natural gas transmission subsidiary,
transports and delivers natural gas through 379 miles of
transmission pipeline to industrial customers and natural gas
distribution companies including Chesapeake's Delaware and Maryland
divisions, and owns and operates the only transmission pipeline
south of the Chesapeake and Delaware Canal. Sharp Energy,
Chesapeake's propane distribution subsidiary, distributes propane
to approximately 35,000 residential, commercial and industrial
customers in Delaware, Maryland, Virginia, Pennsylvania and
Florida. Chesapeake's other subsidiaries include Peninsula Energy
Services Company, Inc. (PESCO), a natural gas marketing company;
Peninsula Pipeline Company, Inc., an intrastate pipeline company in
Florida; Xeron, Inc., a propane wholesale marketing company in
Houston, Texas; and BravePoint , Inc., Chesapeake's advanced
information services subsidiary based in Atlanta. Additional
Information and Where to Find It In connection with the proposed
merger, Chesapeake will file a registration statement on Form S-4
with the SEC, which will include a joint proxy statement of
Chesapeake and Florida Public Utilities and a prospectus, as well
as other materials. WE URGE INVESTORS TO READ THE REGISTRATION
STATEMENT AND JOINT PROXY STATEMENT/PROSPECTUS AND THESE OTHER
MATERIALS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT CHESAPEAKE, FLORIDA PUBLIC
UTILITIES AND THE PROPOSED MERGER. Investors will be able to obtain
free copies of the registration statement and proxy
statement/prospectus (when available) as well as other filed
documents containing information about Chesapeake and Florida
Public Utilities at http://www.sec.gov/, the SEC's Web site. Free
copies of Chesapeake's SEC filings are also available on
Chesapeake's Web site at investor.shareholder.com/CPK/sec.cfm and
free copies of Florida Public Utilities' SEC filings are also
available on Florida Public Utilities' Web site at
http://www.fpuc.com/about_us/invest.asp. Participants in the
Solicitation Chesapeake and Florida Public Utilities and their
respective directors, executive officers, other members of
management and employees may be deemed, under SEC rules, to be
participants in the solicitation of proxies with respect to the
proposed merger. Information about the directors and executive
officers of Florida Public Utilities is set forth in the proxy
statement for Florida Public Utilities' 2009 Annual Meeting of
Stockholders, as filed with the SEC on a Schedule 14A on April 6,
2009 and Form 10-K filed with the SEC on March 20, 2009.
Information about the directors and executive officers of
Chesapeake is set forth in the proxy statement for Chesapeake's
2009 Annual Meeting of Stockholders, as filed with the SEC on a
Schedule 14A on March 27, 2009 and Form 10-K filed with the SEC on
March 9, 2009. Additional information regarding the interests of
those participants and other persons who may be deemed participants
in the merger may be obtained by reading the registration
statement, joint proxy statement/prospectus and other materials to
be filed with the SEC regarding the proposed merger when it becomes
available. You may obtain free copies of these documents as
described previously. Filed by Chesapeake Utilities Corporation
Pursuant to Rule 425 under the Securities Act of 1933 And Deemed
Filed Pursuant to Rule 14a-12 under the Securities Exchange Act of
1934 Subject Company: Florida Public Utilities Company Commission
File No.: 001-10608 Date: July 21, 2009 Media Contact: Sydney
Davis, Communication Manager Phone: 302.736.7828 Mobile Phone:
703.801.8258 e-mail: Chesapeake Utilities Corporation Contact: Beth
Cooper, Senior Vice President and Chief Financial Officer Phone:
302.734.6799 e-mail: DATASOURCE: Chesapeake Utilities Corporation
CONTACT: Media: Sydney Davis, Communication Manager,
+1-302-736-7828, or cell, +1-703-801-8258, ; or Corporation
Contact, Beth Cooper, Senior Vice President and Chief Financial
Officer, +1-302-734-6799, , both of Chesapeake Utilities
Corporation Web Site: http://www.chpk.com/
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