Tag Archives: UNS Energy Corporation

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Fortis boosts power with Acquisition of UNS Energy

Fortis Inc. completed its acquisition of UNS Energy Corporation, adding UNS Energy subsidiaries Tucson Electric Power (TEP) and UniSource Energy Services (UES) to its growing international family of electric and gas utility companies.

TEP and UES will remain headquartered in Tucson under local control with current management and staffing levels and no planned changes to existing operations. Under the terms of a written order issued by the Arizona Corporation Commission (ACC) on Aug. 12, both companies will have enhanced financial strength and other benefits as part of Fortis, while their Arizona customers will receive $30 million in bill credits over the next five years.

“Joining the Fortis family will generate benefits for our company, our customers and the communities we serve,” said David Hutchens, President and CEO of UNS Energy, TEP and UES. “While this transaction opens a new chapter in our company’s history, our story remains the same. We will continue working every day to provide the safe, reliable and affordable service our customers have come to expect.”

With the $4.5 billion acquisition, which includes the assumption of $2 billion in debt, UNS Energy becomes the second largest subsidiary of Fortis and expands that company’s customer base to more than 3 million. Fortis is Canada’s largest investor-owned electric and gas distribution holding company, with regulated utility holdings in Canada, the United States and the Caribbean.

“TEP and UES are well-run companies whose employees are committed to serving their customers and communities,” said Fortis President Barry Perry, who will succeed H. Stanley Marshall as the company’s CEO effective December 31, 2014. “We welcome both companies to the Fortis team and look forward to supporting their continued success in serving their customers’ energy needs.”

Local, Independent Board Majority

The UNS Energy Board of Directors was reconstituted today as a result of the acquisition. In addition to Perry and John C. Walker, Fortis’ Executive Vice President of Western Canadian Operations, the board’s nine members include Hutchens and six other longtime Arizona residents who will continue on as independent directors from the previous UNS Energy Board:

• Lawrence J. Aldrich, Chairman and Executive Director of the Arizona Business Coalition on Health.
• Robert A. Elliott, President and Owner, Elliott Accounting.
• Louise L. Francesconi, former President of Raytheon Missile Systems.
• Ramiro G. Peru, former Executive Vice President and Chief Financial Officer of Phelps Dodge Corporation.
• Gregory A. Pivirotto, former CEO and Director of University Medical Center.
• Joaquin Ruiz, Dean of the University of Arizona College of Science, Executive Dean of the Colleges of Letters, Arts and Sciences.

UNS Energy remains the parent company of TEP and UES and will continue to oversee their local operations. UNS Energy’s stock will not trade on the New York Stock Exchange after today. Shareholders will be notified by transfer agency Computershare with instructions on how to redeem their shares.

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UNS Shareholders Approve Acquisition by Fortis

Shareholders of UNS Energy Corporation voted overwhelmingly today to approve the proposed acquisition of the company by a subsidiary of Fortis Inc.

The votes were tabulated at today’s special meeting for shareholders at UNS Energy’s Corporate Headquarters in Tucson. Approximately 97 percent of the ballots cast supported the company’s acquisition by Fortis, the largest investor-owned gas and electric distribution utility company in Canada.

“Today’s vote is a positive step toward a new partnership that will provide benefits for shareholders, customers, employees and the communities we serve. Joining Fortis will provide additional financial strength to help us maintain safe, reliable service throughout Arizona,” said Board Chair and CEO Paul J. Bonavia.

The merger agreement provides that Fortis will acquire all of the outstanding common stock of UNS Energy for $60.25 per share in cash. The $4.3 billion transaction, which includes the assumption of approximately $1.8 billion in debt, would provide additional capital and new resources for UNS Energy’s subsidiaries, including Tucson Electric Power (TEP) and UniSource Energy Services (UES). Both companies will remain headquartered in Tucson under local control with current management and staffing levels and no planned changes to existing operations or rates.

Joining the Fortis family of companies would improve UNS Energy’s access to capital to fund the ongoing diversification of its generating fleet as well as investment in other infrastructure improvements. Upon closing, Fortis will inject $200 million of equity into UNS Energy.

The merger is subject to the approval of regulators, including the Arizona Corporation Commission and the Federal Energy Regulatory Commission; the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; and the satisfaction of customary closing conditions. UNS Energy anticipates the transaction will be finalized by the end of 2014.