HEI Urges Shareholders to Vote for Proposed NextEra Merger
After holding a special meeting, Hawaiian Electric Industries Inc. recently announced the approval of the proposal to extend the deadline for shareholder voting on the proposed merger agreement with NextEra Energy Inc.
The deadline extension will give shareholders who have not voted an opportunity to cast their vote. HEI’s preliminary count of the votes that have been cast indicates that approximately 90 percent are in favor of the merger.
“Each shareholder’s vote is important, so we’re extending the voting period to ensure shareholders have every opportunity to express their views,” said Connie Lau, HEI’s president and chief executive officer and chairman of the boards of American Savings Bank and Hawaiian Electric. “Of the votes already cast, approximately 90 percent are currently “for” the merger, with these votes in favor representing approximately 70 percent of HEI’s outstanding shares. We’re confident that merging with NextEra Energy will help Hawaiian Electric more quickly achieve the more affordable clean energy future we all want for Hawaiʻi. And we look forward to seeing American Savings Bank continue its strong performance and banking leadership as a standalone company here in the islands.”
While it is common that publicly held companies proceed with a merger with the affirmative vote of a majority, HEI is required under state law to obtain super-majority approval from 75 percent of its outstanding shares. Currently, about 23.7 million shares, representing approximately 22% of HEI’s total shares outstanding, remain un-voted.
“We thank the large number of HEI shareholders who have already voted on the proposed merger and encourage those who have not yet voted to use this additional time to do so,” said Jeff Watanabe, chairman of the board of HEI. “The HEI board of directors strongly recommends a vote in favor of the proposed merger with NextEra Energy. The board firmly believes that the proposed transaction represents a transformational opportunity to unlock the value of two strong, local companies, American Savings Bank and Hawaiian Electric, and will deliver significant benefits to our shareholders, our customers, our employees and our communities.”
The Special Meeting of Shareholders will be reconvened on June 10, 2015, at 10 a.m. at the American Savings Bank Tower, located at 1001 Bishop St. in Honolulu.
HEI urges its shareholders to vote on this important issue. The proposed merger with NextEra Energy represents significant value to HEI shareholders. Upon completion of the merger and the spin-off of ASB Hawaiʻi, for each HEI share they hold, shareholders will receive .2413 shares of NextEra Energy common stock, one-third of a share of ASB Hawaiʻi common stock and a special cash dividend of $.50. As of May 8, 2015, this represents a total value estimated at approximately $32.92. Except for the special cash dividend, the value shareholders receive is expected to be tax-free.
The combination is expected to provide Hawaiian Electric with the added resources and access to expertise to strengthen and accelerate the state’s clean energy transformation, while delivering substantial customer benefits, including lower costs.
Subject to Hawaiʻi Public Utilities Commission approval, the companies have committed to approximately $60 million in customer savings over four years and to not request an increase in the general base electricity rate for at least four years post-transaction close.
More savings are also expected from NextEra Energy’s size and stronger credit rating.
Following the close of the transaction, Hawaiian Electric will continue to operate under its current name, be locally managed and remain headquartered in Honolulu.
NextEra Energy will continue HEI’s overall current level of corporate giving in Hawaiʻi.
The HEI board of directors unamimously recommends shareholder vote for the merger. A vote for the merger is a vote for a more affordable clean energy future for Hawaiʻi. No matter how many or how few shares HEI shareholders own, each vote is extremely important, the board stated. The affirmative vote of holders of 75 percent of HEI’s outstanding shares is required to approve the proposal to adopt the merger agreement. Failing to vote or abstaining generally has the same effect as a vote against the merger.
The board asks shareholders to adopt the merger agreement today–by phone, by Internet or by signing, dating and returning your proxy card.
For more information, see HEI’s definitive proxy statement, which is filed with the SEC. HEI urges all shareholders to review the definitive proxy statement and other materials as they contain important detailed information about the merger agreement and the reasons why the HEI board approved the merger agreement.
Valid proxies that have already been submitted prior to the originally scheduled May 12, 2015, meeting will continue to be valid unless properly changed or revoked prior to the reconvened Special Meeting on June 10, 2015. HEI shareholders of record as of the close of business on March 23, 2015 will continue to be entitled to vote at the reconvened meeting.
Shareholders who have any questions or need assistance voting their shares should contact HEI proxy solicitor D.F. King & Co. Inc. toll-free at (866) 853-1834 or via email. Shareholders may also contact HEI’s Shareholder Services Department toll-free at (866) 672-5841 or via email.
HEI supplies power to approximately 450,000 customers or 95% of the state’s population through Hawaiian Electric Company Inc., Hawaiʻi Electric Light Company Inc. and Maui Electric Company.