Algonquin Power to Buy Empire District for $1.49 Billionby
Deal is second Canadian takeover of U.S. utility on Tuesday
Offer represents a 21 percent premium to Monday's close
Algonquin Power & Utilities Corp. agreed to acquire The Empire District Electric Co. for $1.49 billion, in the second purchase of a U.S. utility by a Canadian company on Tuesday.
Empire shareholders will receive $34 per share in cash, a 21 percent premium to Monday’s closing price, according to a joint statement Tuesday by the companies. The offer is a 50 percent premium to the close on Dec. 10, the day before Bloomberg News reported that Empire was exploring a sale. Including debt, the deal is worth about $2.4 billion. Empire jumped 15 percent in after-hours trading.
The sale comes as power companies, grappling with flat electricity demand and rising capital costs, seek deals in other areas promising better growth. It continues a trend of Canadian-based power companies snapping up regulated U.S. utilities. Earlier Tuesday, Fortis Inc. said it agreed to buy ITC Holdings Corp. for $6.9 billion in cash and stock, in what will be the largest Canadian takeover of a U.S. utility.
“There aren’t that many utilities to buy in Canada,” said Kit Konolige, an utility analyst for Bloomberg Intelligence. “It’s a lot bigger swimming pool across the border.”
Algonquin, which owns a network of power, gas and water distributors in 10 U.S. states under its Liberty Utilities unit, said it expects the deal to add 7 percent to 9 percent to annual earnings per share for the three-year period following the closing of the transaction.
Empire, which serves 218,000 customers in Missouri, Kansas, Oklahoma and Arkansas, will join Algonquin’s Liberty unit after the transaction is completed, the companies said.
The takeover requires approval from Empire’s shareholders, federal agencies and states where Empire operates.
Empire will maintain its headquarters in Joplin, Missouri, after the deal and its customer rates will be unaffected by the deal.
Wells Fargo Securities LLC was lead merger adviser and JPMorgan Chase & Co. was lead financial adviser to Algonquin. Husch Blackwell LLP and Choate Hall & Stewart LLP served as legal counsel to Algonquin. Moelis & Company LLC acted as financial adviser and Cahill Gordon & Reindel LLP served as legal counsel to Empire.