DPL Shareholders Vote to Merge with AES at Annual Meeting
23 Setembro 2011 - 11:58AM
Business Wire
DPL Inc. (NYSE:DPL) today announced that DPL’s shareholders
voted to approve the proposal to adopt the previously announced
agreement and plan of merger with The AES Corporation (NYSE:AES)
and its wholly-owned merger subsidiary, Dolphin Sub, Inc., at the
company’s annual shareholders’ meeting held in Dayton, Ohio.
Completion of the transaction between DPL and AES is subject to
customary closing conditions, as well as receipt of additional
regulatory approvals from the Federal Energy Regulatory Commission
and the Public Utilities Commission of Ohio.
The parties expect to complete the merger in the fourth quarter
of 2011 or first quarter of 2012.
Chairman of the Board Glenn Harder emphasized DPL’s 100 years of
service and commitment to the Miami Valley. “As our business
environment continues to change, the merger will allow the company
to remain dedicated to the 24 counties we serve, as well as to
provide value to our shareholders,” Harder said. “We’re looking
forward to closure of the merger and to becoming part of AES, a
global corporation, so we can better meet the challenges of the
future.”
Also at the annual meeting, shareholders re-elected three
directors, as recommended by the board, to a three-year term
expiring in 2014: Glenn Harder, Paul Barbas and Barbara Graham. In
addition, shareholders ratified KPMG as DPL’s independent public
accountant for 2011.
Other proposals that shareholders approved included an amendment
to DPL’s regulations that reduces to a simple majority the voting
percentage of shareholder votes needed to amend certain sections of
DPL’s regulations and re-approval of the material terms of the
performance goals under DPL’s equity and performance incentive
plan. Three advisory resolutions were also approved: on the
compensation of named executive officers, on the frequency (every
one year) of advisory votes on named executive officer
compensation; and on compensation to be received by named executive
officers in connection with the merger. The shareholders also
approved a proposal to adjourn the annual meeting to another time
and place if there were insufficient votes to adopt the merger
agreement or act on any of the other proposals. However, because
the other proposals were approved, the adjournment was not
necessary.
About DPL
DPL Inc. (NYSE:DPL) is a regional energy company. DPL was named
one of Forbes’ “100 Most Trustworthy Companies” for the second
consecutive year in August 2010.
DPL’s principal subsidiaries include The Dayton Power and Light
Company (DP&L); DPL Energy, LLC (DPLE); and DPL Energy
Resources, Inc. (DPLER), which also does business as DP&L
Energy. The Dayton Power and Light Company, a regulated electric
utility, provides service to over 500,000 retail customers in West
Central Ohio; DPLE engages in the operation of merchant peaking
generation facilities; and DPLER is a competitive retail electric
supplier in Ohio. DPL, through its subsidiaries, owns and operates
approximately 3,800 megawatts of generation capacity, of which
2,800 megawatts are coal-fired units and 1,000 megawatts are
natural gas and diesel peaking units. Further information can be
found at www.dplinc.com.
Forward Looking Statements
Certain statements contained in this press release are
“forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Matters discussed in this
press release that relate to events or developments that are
expected to occur in the future, including those relating to the
proposed merger between DPL and AES, management’s expectations,
strategic objectives, business prospects, anticipated economic
performance and financial condition and other similar matters
constitute forward-looking statements. Forward-looking statements
are based on management’s beliefs, assumptions and expectations of
future economic performance, taking into account the information
currently available to management. These statements are not
statements of historical fact and are typically identified by terms
and phrases such as “anticipate,” “believe,” “intend,” “estimate,”
“expect,” “continue,” “should,” “could,” “may,” “plan,” “project,”
“predict,” “will,” and similar expressions. Such forward-looking
statements are subject to risks and uncertainties, and investors
are cautioned that outcomes and results may vary materially from
those projected due to various factors beyond our control,
including but not limited to: abnormal or severe weather and
catastrophic weather-related damage; unusual maintenance or repair
requirements; changes in fuel costs and purchased power, coal,
environmental emissions, natural gas, oil, and other commodity
prices; volatility and changes in markets for electricity and other
energy-related commodities; performance of our suppliers and other
counterparties; increased competition and deregulation in the
electric utility industry; increased competition in the retail
generation market; a material deterioration in DPL’s retail and/or
wholesale businesses and assets; changes in interest rates; state,
federal and foreign legislative and regulatory initiatives that
affect cost and investment recovery, emission levels and
regulations, rate structures or tax laws; changes in federal and/or
state environmental laws and regulations to which DPL and its
subsidiaries are subject; the development and operation of Regional
Transmission Organizations (RTOs), including PJM Interconnection,
L.L.C. (PJM) to which DPL’s operating subsidiary (DP&L) has
given control of its transmission functions; changes in our
purchasing processes, pricing, delays, employee, contractor, and
supplier performance and availability; significant delays
associated with large construction projects; growth in our service
territory and changes in demand and demographic patterns; changes
in accounting rules and the effect of accounting pronouncements
issued periodically by accounting standard-setting bodies;
financial market conditions; the outcomes of litigation and
regulatory investigations, proceedings or inquiries; general
economic conditions; an otherwise material adverse change in the
business, assets, financial condition or results of operations of
DPL; and the risks and other factors discussed in DPL’s and
DP&L’s filings with the Securities and Exchange Commission.
Regarding the proposed merger transaction with AES, there can be no
assurance as to the timing of the closing of the proposed merger
transaction, or whether the transaction will close at all. The
following factors, among others, could also cause or contribute to
causing our actual results to differ materially from the results
anticipated in our forward-looking statements: the ability to
obtain required regulatory approvals of the transaction or to
satisfy other conditions to the transaction on the terms and
expected timeframe or at all; transaction costs; and the effects of
disruption from the transaction making it more difficult to
maintain relationships with employees, customers, other business
partners or government entities.
Forward-looking statements speak only as of the date of the
document in which they are made. We disclaim any obligation or
undertaking to provide any updates or revisions to any
forward-looking statement to reflect any change in our expectations
or any change in events, conditions or circumstances on which the
forward-looking statement is based.
The information contained herein is submitted for general
information and shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be
any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such
jurisdiction.
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