Northeast Utilities shareholders have voted to approve the merger between NU and NSTAR and to adopt additional proposals related to the merger.
At a special meeting of NU shareholders held last week, approximately 98 percent of the shares that were voted were cast in favor of adopting the merger agreement and plan of merger between the two companies. Approval required endorsement by two-thirds of NU’s approximately 176 million outstanding shares. Approximately 140 million shares were voted in favor of the merger, including more than 90 percent of shares owned by employees and retirees. NU shareholders also voted in favor of issuing additional NU shares needed to complete the merger and in favor of fixing NU’s number of trustees at 14.
“We are pleased with this overwhelming endorsement of our merger by NU’s shareholders who include tens of thousands of investors in Connecticut and Massachusetts,” said Charles W. Shivery, NU’s chairman, president and chief executive officer. “We believe our combined businesses can offer significant benefits to our customers, our region, and our shareholders.”
Under the terms of the merger agreement, NSTAR shareholders will receive 1.312 common shares of Northeast Utilities for each common share of NSTAR they own. Following completion of the merger, it is anticipated that NU shareholders would own approximately 56 percent and NSTAR shareholders would own approximately 44 percent of the combined company. Subject to the conditions in the merger agreement, NU’s first quarterly dividend per common share declared after the completion of the merger will be increased to an amount that is equivalent, after adjusting for the exchange ratio, to the last quarterly dividend per NSTAR common share paid by NSTAR prior to the closing.
The merger has already satisfied one closing condition with the expiration of the pre-merger waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The approval of the Federal Communications Commission satisfied another closing condition. Other state and federal reviews are pending.