CenterPoint Energy, Inc. and Vectren Corporation have announced a definitive merger agreement to form a leading energy delivery, infrastructure and services company serving more than 7 million customers across the United States.
Under the terms of the agreement, which have been unanimously approved by both CenterPoint Energy's and Vectren's Boards of Directors, Vectren shareholders will receive $72.00 in cash for each share of Vectren common stock. CenterPoint Energy will also assume all outstanding Vectren net debt.
"This merger represents a significant step toward our vision to lead the nation in delivering energy, service and value. By combining our two highly complementary companies, we are creating an energy delivery, infrastructure and services leader that will drive value for our shareholders and customers, while enhancing growth opportunities for our businesses," said Scott M. Prochazka, president and chief executive officer of CenterPoint Energy.
"From the evolution of customer expectations to the development of innovative technologies, this is a time of extraordinary opportunity for our industry. As a combined company, we will continue to focus on a future that benefits our customers, employees, communities and shareholders."
Carl L. Chapman, CEO at Vectren, said, "With CenterPoint Energy, we've found the right partner to begin the next chapter for Vectren and our family of companies. They share the same core values and dedication to the communities they serve, which is evidenced by the commitments they have made to our employees, philanthropic outreach, and Evansville, Ind., our home, where CenterPoint Energy will locate the newly combined company's natural gas utility operations headquarters. Together, we will be a stronger, more competitive company that will be well-positioned to continue to provide value for our stakeholders in the years to come."
The Combined Company
The combined company is expected to have electric and natural gas delivery operations in eight states with assets totaling $29 billion and an enterprise value of $27 billion.
Headquartered in Houston, CenterPoint Energy serves more than 3.4 million customers. The company also delivers electricity to more than 2.4 million customers in the greater Houston area.
Headquartered in Evansville, Ind., Vectren provides natural gas to more than 1 million customers in Indiana and Ohio, and electricity to 145,000 customers in Indiana.
Following the completion of the merger, the combined company expects to execute a unified business strategy focused on the safe and reliable delivery of electricity, natural gas and related services to customers.
At the closing of the transaction, Scott M. Prochazka will serve as president and CEO of the combined company.
The full executive team for the combined company will be announced prior to or in conjunction with the closing of the merger.
Terms and Conditions
The closing of the transaction is subject to Vectren shareholder approval, approvals from the Federal Energy Regulatory Commission and Federal Communications Commission, and expiration or termination of the Hart-Scott-Rodino waiting period. In addition to these conditions, the company will make certain regulatory filings in Indiana and Ohio.
Subject to these conditions, the merger is expected to close by the first quarter 2019. Until the closing, CenterPoint Energy and Vectren will remain separate companies.
Joint Investor Conference Call/Webcast
CenterPoint's CEO Scott Prochazka and Vectren's CEO Carl Chapman will host a conference call on Tuesday, April 24, 2018, at 9 a.m. Central time, 10 a.m. Eastern time.
Interested parties may listen to a live audio broadcast of the conference call on CenterPoint Energy's website under the Investors section, as well as Vectren's website under the Investor section.
A replay of the call can be accessed approximately two hours after the completion of the call and will be archived on CenterPoint Energy's website for at least one year.