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Proposed Merger with Nicor
9 Months Ended
Sep. 30, 2011
Notes To Financial Statements [Abstract] 
Proposed Merger with Nicor

Note 3 – Proposed Merger with Nicor

 

On December 6, 2010, we entered into a Merger Agreement with Nicor, a copy of which was filed with the SEC on December 7, 2010. In accordance with the Merger Agreement, each share of Nicor common stock outstanding, other than shares to be cancelled and Dissenting Shares, as defined in the Merger Agreement, will be converted into the right to receive consideration of (i) 0.8382 of a share of our common stock and (ii) $21.20 in cash, subject to adjustments in certain circumstances to ensure that the transaction satisfies the “continuity of interest” requirement for a “reorganization” within Section 368(a) of the Internal Revenue Code. The Merger Agreement contains certain termination rights for both Nicor and us, and provides for the payment of fees and expenses upon the termination of the Merger Agreement under certain circumstances. Upon the closing of the proposed merger, it is anticipated that our shareholders will own approximately 67%, and Nicor shareholders will own approximately 33%, of the combined company.

 

On April 18, 2011, we received antitrust clearance from the Department of Justice and the Federal Trade Commission under the Hart-Scott-Rodino Antitrust Improvement Act. On April 29, 2011, the SEC declared effective our registration statement on Form S-4 which registered our common stock to be issued to pay the equity portion of the purchase consideration. On June 14, 2011, we and Nicor received shareholder approval of the proposed merger at our respective shareholder meetings. Completion of the proposed merger is conditioned upon, among other things, regulatory approval by the Illinois Commerce Commission.

 

On January 18, 2011, we filed a joint application with Nicor to the Illinois Commerce Commission for approval of the proposed merger. The application did not request a rate increase, but included a commitment to maintain the number of full-time equivalent employees at Nicor’s natural gas utility for a period of three years. Additionally, we have committed to maintain personnel levels in specific areas of safety oversight of the Nicor Gas system for at least five years following merger completion. The Illinois Commerce Commission has eleven months to act upon the application, with their statutory deadline for action being December 16, 2011. On September 29, 2011, the Administrative Law Judge submitted a proposed order recommending approval of the merger and also recommended imposing the condition that Nicor Gas no longer be permitted to use its call center personnel to solicit its affiliates’ products. On October 13, 2011, briefs were filed to comment on the proposed order.

 

The proposed merger may also be subject to review by the governmental authorities of various other federal, state or local jurisdictions under the antitrust and utility regulation or other applicable laws of those jurisdictions. We have provided a voluntary notice of the merger to the New Jersey BPU and the Maryland Public Service Commission (Maryland Commission), which included a description of the transaction, described the benefits of the transaction and explained why we do not believe that the approval of the New Jersey BPU or Maryland Commission is required to complete the merger. It is possible that one or more state commissions will open proceedings to determine whether they have jurisdiction over the merger. In the event that any reviewing authorities are determined to have jurisdiction over the merger transaction, there can be no assurance that the reviewing authorities will approve the merger without restrictions or conditions (which are difficult to predict or quantify) that would have a material adverse effect on the combined company if the merger were completed.

 

We and Nicor currently anticipate receiving the required authorizations, approvals and consents to complete the proposed merger during the fourth quarter of 2011. However, there can be no assurance as to the timing of these authorizations, approvals and consents or as to our ultimate ability to obtain such authorizations, consents or approvals (or any additional authorizations, approvals or consents which may otherwise become necessary) or that such authorizations, approvals or consents will be obtained on terms and subject to conditions satisfactory to us and Nicor. The Merger Agreement with Nicor contains termination rights for both us and Nicor and provides that, if we terminate the agreement under specified circumstances, we may be required to pay a termination fee of $67 million.

 

During the three months ended September 30, 2011, we recorded approximately $8 million ($5 million net of tax) of transaction expenses associated with the proposed merger, while we recorded approximately $26 million ($16 million net of tax) of such expenses during the nine months ended September 30, 2011. These costs are expensed as incurred. For additional information concerning the proposed merger please see our Form 8-K filed with the SEC on December 7, 2010 and Form S-4/A filed with the SEC on April 28, 2011.