The Nation’s Three Major Independent Voting Advisory Services Recommend DPL Shareholders Vote FOR the Proposed AES Merger
08 Setembro 2011 - 6:05PM
Business Wire
DPL Inc. (NYSE: DPL) announced today that its proposed merger
with a wholly-owned subsidiary of The AES Corporation (NYSE: AES)
received support from all three of the nation’s major independent
voting advisory services.
ISS Proxy Advisory Services, Glass Lewis & Co., and
Egan-Jones Proxy Services have recommended that DPL shareholders
vote FOR the proposed merger. The recommendations of these
advisory firms are relied upon by thousands of institutional
investors, pension and mutual funds throughout the country.
DPL’s annual meeting of shareholders will be held on Friday,
September 23, 2011, at 10 a.m. Eastern time in Dayton, Ohio.
On April 20, 2011, DPL Inc. announced that it had entered into a
definitive merger agreement with AES under which AES will acquire
all the outstanding common shares of DPL for approximately $3.5
billion in cash, or $30 per share. The merger, which received
unanimous support from the boards of directors of DPL and AES,
requires the affirmative vote of two-thirds of the outstanding
shares of DPL’s common stock.
DPL shareholders with questions or that need assistance in
voting may call DPL’s proxy solicitor, Innisfree M&A
Incorporated, toll-free at 1-877-456-3442.
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. DP&L, 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. DPL, through its
subsidiaries, owns and operates approximately 3,800 megawatts of
generation capacity, of which 2,800 megawatts are low cost
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 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 the approval of the transaction by DPL’s shareholders; 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.
Additional Information
DPL filed a definitive proxy statement with the Securities and
Exchange Commission on August 5, 2011, and a correction to the
definitive proxy statement with the Securities and Exchange
Commission on August 24, 2011, and has also mailed the definitive
proxy statement to its shareholders with respect to the proposed
merger. Shareholders may obtain a free copy of the definitive proxy
statement, as well as any supplements or amendments thereto and
other filings made by DPL regarding DPL, AES and the proposed
transaction, at no charge, at the Securities and Exchange
Commission’s Web site (http://www.sec.gov) or by directing a
request to DPL at communications@dplinc.com. Shareholders are
encouraged to read the definitive proxy statement regarding the
proposed merger in its entirety, because it contains important
information about the merger.
This communication 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.
No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended.
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