The Maine Public Utilities Commission approved
Avangrid’s request for an exemption from approval requirements for
a change in ownership
Today Avangrid, Inc. (NYSE: AGR) (“Avangrid”), a leading
sustainable energy company, and a member of the group of companies
controlled by Iberdrola, S.A. (“the Iberdrola Group”), announced
that the Maine Public Utilities Commission (the “Maine PUC”)
granted Avangrid’s request for an exemption from approval
requirements for a change in ownership of Avangrid in connection
with Iberdrola S.A.’s (“Iberdrola”) acquisition of the remaining
18.4% of the issued and outstanding shares of common stock of
Avangrid that it does not currently own. In Maine, this transaction
will simply revert to Iberdrola’s previously authorized 100%
interest it held following its acquisition of Avangrid’s
predecessor in 2008. The Maine Public Utilities Commission’s final
written order providing for the exemption is expected to
follow.
In considering Avangrid’s request for exemption, commissioners
and commission staff relied heavily on facts contained in
Iberdrola’s 2008 reorganization case, which they described as
“thoroughly litigated.” The 2008 transaction included a 15-page
stipulation signed by nine parties, including the Office of the
Public Advocate, that contained 59 conditions designed to protect
Maine utilities and ratepayers.
Today’s deliberation at the Maine PUC can be seen here.
According to the Examiner’s Report published by Maine Public
Utilities Commission staff on August 26, 2024: “This is a rare case
in which the Commission has previously approved the very same
corporate organizational structure that the Petitioners now
propose. That case was thoroughly litigated and resulted in the
Commission’s approval of a stipulation that contained 59 numbered
conditions of approval. The stipulation was joined by nine parties
(as well as CMP, MNG, and Iberdrola, S.A.). Importantly, those
conditions include both extensive reporting requirements and
“ringfencing” conditions designed to protect the Maine utilities
from the impact of financial harm that may be experienced by
affiliates.”
Tuesday’s vote at the Maine PUC follows recent action by the
U.S. Federal Energy Regulatory Commission approving Iberdrola’s
acquisition of the remaining 18.4% of the issued and outstanding
shares of common stock of Avangrid that it does not currently own,
and comes after Institutional Shareholder Services and Glass Lewis
both recommended that Avangrid shareholders vote “FOR” the adoption
of the merger with Iberdrola.
“We appreciate the Maine Public Utilities Commission’s
thoughtful and transparent review of our petition,” said Pedro
Azagra, Avangrid’s Chief Executive Officer. “As part of the
Iberdrola Group, we are committed to continuing the advancement of
our sustainability and clean energy goals, and ensuring the
well-being of our customers in Maine and across the country.”
The transaction is expected to close in the fourth quarter of
2024, subject to the satisfaction of other closing conditions,
including receipt of the approval of the New York Public Service
Commission and Avangrid shareholder approval.
About Avangrid: Avangrid (NYSE: AGR) aspires to be the
leading sustainable energy company in the United States.
Headquartered in Orange, CT with approximately $46 billion in
assets and operations in 24 U.S. states, Avangrid has two primary
lines of business: networks and renewables. Through its networks
business, Avangrid owns and operates eight electric and natural gas
utilities, serving more than 3.3 million customers in New York and
New England. Through its renewables business, Avangrid owns and
operates a portfolio of renewable energy generation facilities
across the United States. Avangrid employs approximately 8,000
people and was recognized by JUST Capital as one of the JUST 100
companies – a ranking of America’s best corporate citizens – in
2024 for the fourth consecutive year. In 2024, Avangrid ranked
first within the utility sector for its commitment to the
environment. The company supports the U.N.’s Sustainable
Development Goals and was named among the World’s Most Ethical
Companies in 2024 for the sixth consecutive year by the Ethisphere
Institute. Avangrid is a member of the group of companies
controlled by Iberdrola. For more information, visit
www.avangrid.com.
About Iberdrola: Iberdrola, Europe’s largest electricity
utility by market capitalization and one of the world’s top three
electricity companies, is a leader in renewables, spearheading the
energy transition to a low carbon economy. The group supplies
energy to almost 100 million people in dozens of countries. With a
focus on renewable energy, smart networks and smart solutions for
customers, Iberdrola’s main markets include Europe (Spain, the
United Kingdom, Portugal, France, Germany, Italy and Greece), the
United States, Brazil, Mexico and Australia.
The company has a workforce of over 42,200 and assets in excess
of €150 billion. In 2023, Iberdrola posted revenues of nearly €50
billion, net profit of €4.8 billion, with nearly €9.3 billion paid
in tax contributions in the countries where it operates. The
company helps to support more than 500,000 jobs in communities
across its supply chain, and global supplier purchases topped €18.1
billion in 2023. A benchmark in the fight against climate change,
Iberdrola has invested more than €150 billion over the past two
decades to help build a sustainable energy model, based on sound
environmental, social and governance (ESG) principles.
Additional Information and Where to Find It
In connection with the proposed transaction, Avangrid has filed
with the Securities and Exchange Commission (“SEC”) and has
furnished to shareholders a proxy statement (the “Proxy Statement”)
and Avangrid and Iberdrola have jointly filed a transaction
statement on Schedule 13E-3 (the “Schedule 13E-3”). Avangrid or
Iberdrola may also file other documents with the SEC regarding the
proposed transaction. INVESTORS AND SHAREHOLDERS OF AVANGRID ARE
URGED TO CAREFULLY READ THE PROXY STATEMENT AND THE SCHEDULE 13E-3
IN THEIR ENTIRETY AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE THEREIN BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE
PROPOSED TRANSACTION. Avangrid’s investors and shareholders may
obtain free copy of the Proxy Statement and other documents free of
charge on Avangrid’s website at www.avangrid.com. In addition,
Avangrid’s investors and shareholders may obtain free copy of the
Proxy Statement, the Schedule 13E-3 and other documents, once such
documents are filed with the SEC (when available) from the SEC’s
website at www.sec.gov.
Participants in the Solicitation
Avangrid and its directors, executive officers, other members of
its management and employees may be deemed to be participants in
the solicitation of proxies of Avangrid shareholders in connection
with the proposed transaction under SEC rules. Investors and
shareholders may obtain more detailed information regarding the
names, affiliations and interests of Avangrid’s executive officers
and directors in the solicitation by reading the Proxy Statement,
Schedule 13E-3, the Annual Report on Form 10-K for the fiscal year
ended December 31, 2023, as amended by the Form 10-K/A filed on
April 26, 2024, and other relevant materials that will be filed
with the SEC in connection with the proposed transaction when they
become available. To the extent holdings of securities by potential
participants (or the identity of such participants) have changed
since the information printed in the Proxy Statement, such
information has been or will be reflected on Avangrid’s Statements
of Change in Ownership on Forms 3 and 4 filed with the SEC.
Information concerning the interests of Avangrid’s participants in
the solicitation, which may, in some cases, be different than those
of the Avangrid’s shareholders generally, are set forth in the
Proxy Statement.
Forward-Looking Statements
Certain statements in this report may relate to our future
business and financial performance and future events or
developments involving us and our subsidiaries that are not purely
historical and may constitute “forward-looking statements” within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements may be identified by the use of
forward-looking terms such as “may,” “will,” “should,” “would,”
“could,” “can,” “expect(s),” “believe(s),” “anticipate(s),”
“intend(s),” “plan(s),” “estimate(s),” “project(s),” “assume(s),”
“guide(s),” “target(s),” “forecast(s),” “are (is) confident that”
and “seek(s)” or the negative of such terms or other variations on
such terms or comparable terminology. These forward-looking
statements generally include statements regarding the potential
transaction between Avangrid and Iberdrola, including any
statements regarding the expected timetable for completing the
potential transaction, the ability to complete the potential
transaction, the expected benefits of the potential transaction,
projected financial information, future opportunities, and any
other statements regarding Avangrid’s future expectations, beliefs,
plans, objectives, results of operations, financial condition and
cash flows, or future events or performance. Readers are cautioned
that all forward-looking statements are based upon current
reasonable beliefs, expectations and assumptions. Avangrid’s
business, financial condition, cash flow, and operating results are
influenced by many factors, which are often beyond its control,
that can cause actual results to differ from those expressed or
implied by the forward-looking statements. For a discussion of risk
factors and other important factors affecting forward-looking
statements, please see Avangrid’s Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q filings and the information filed on
Avangrid’s Forms 8-K with the SEC as well as its subsequent SEC
filings, and the risks and uncertainties related to the proposed
transaction with Iberdrola, including, but not limited to: the
expected timing and likelihood of completion of the proposed
transaction, including the timing, receipt and terms and conditions
of any required shareholder, governmental and regulatory approvals
of the proposed transaction that could reduce the anticipated
benefits of, or cause the parties to abandon, the transaction,
risks that an event, change or other circumstance could give rise
to the termination of the merger agreement, risks that competing
offers or acquisition proposals for Avangrid could be made, risks
related to disruption of management time from ongoing business
operations due to the proposed transaction, the risk that the
proposed transaction and its announcement could have an adverse
effect on the ability of Avangrid to retain and hire key personnel
and maintain relationships with its customers and suppliers, and on
its operating results and businesses generally, and litigation or
administrative proceedings that may arise in connection with the
proposed transaction. Other unpredictable or unknown factors not
discussed in this communication could also have material adverse
effects on forward-looking statements. Should one or more of these
risks or uncertainties materialize, or should any of the underlying
assumptions prove incorrect, actual results may vary in material
respects from those expressed or implied by these forward-looking
statements. You should not place undue reliance on these
forward-looking statements. Avangrid does not undertake any
obligation to update or revise any forward-looking statements to
reflect events or circumstances after the date of this report,
whether as a result of new information, future events or otherwise,
except as may be required under applicable securities laws. Other
risk factors are detailed from time to time in Avangrid’s reports
filed with the SEC and we encourage you to consult such
disclosures.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240917025391/en/
Analysts: Charlotte Ancel, Charlotte.Ancel@Avangrid.com,
203-997-7366 Media: Leo Rosales, Leo.Rosales@Avangrid.com,
518-419-2401
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