Under the Merger Agreement, the aggregate cash consideration offered to all Niagara Mohawk shareholders was $1.015 billion. However, the Merger Agreement allows National Grid, at its sole discretion, to increase the cash component of the total consideration if cash elections received from all Niagara Mohawk shareholders exceed $1.015 billion.
The Election Deadline was 5:00 p.m. (New York time) on Thursday, 24 January 2002. National Grid has been advised that the preliminary results of the election process are as follows:
|
|
Niagara Mohawk
shares |
For ADSs |
For cash |
No preference |
| Shares elected |
|
132,969,998 |
68,505,646 |
64,432,768 |
31,584 |
| Elections accompanied by notice of guaranteed delivery |
|
9,310,029 |
7,262,424 |
2,047,605 |
0 |
| Total elections and guarantees |
|
142,280,027 |
75,768,070 |
66,480,373 |
31,584 |
| Non-electing shares |
|
17,959,791 |
|
|
|
| Total shares outstanding |
|
160,239,818 |
These preliminary results are subject to adjustment. The guarantee of delivery process expires today at 5:00 p.m. (New York time). National Grid expects to announce the final election results, its allocation of ADSs and cash, its decision as to the consideration to be paid to non-electing shareholders, and any pro-ration of elections (if necessary) on or before 30 January 2002. The acquisition is expected to close on 31 January 2002.
Forward-Looking Statements
This statement contains certain statements that are neither reported financial results nor other historic information. These statements are forward looking statements within the meaning of the safe-harbor provisions of the U.S. federal securities laws. Because these forward-looking statements are subject to risks and uncertainties, actual future results may differ materially from those expressed in or implied by the statements. Many of these risks and uncertainties relate to factors that are beyond the companies' ability to control or estimate precisely, such as the completion of the acquisition of Niagara Mohawk, future market conditions and responses by competitors to deregulation, new regulatory or legislative requirements, the future actions or decisions of federal or state governmental regulators, the timing and extent of changes in supply and demand of, and prices of, gas and electricity and other risk factors detailed in National Grid's reports filed with the SEC. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document.