Press Releases

Gaz Métro makes superior offer to acquire Central Vermont Public Service Corporation for US$35.25 per share


Superior offer of US$35.25 per share vs. Fortis offer of US$35.10. Right to receive regularly scheduled dividends throughout approval process. Superior outcome for all stakeholders.

Montréal, June 23, 2011 – Gaz Métro Limited Partnership (Gaz Métro), through its wholly‑owned subsidiary Northern New England Energy Corporation (NNEEC), has submitted to the Board of Directors of Central Vermont Public Service Corporation (CVPS) (NYSE: CV) an offer to acquire all of the outstanding common shares of CVPS for US$35.25 in cash per share. The objective is to combine the two leading electric utilities in Vermont, CVPS and Green Mountain Power Corporation (GMP), a subsidiary of NNEEC. The transaction would create the largest electricity distributor in Vermont serving nearly 250,000 customers and provides a compelling alternative to the proposed transaction announced on May 30, 2011, between CVPS and Fortis Inc. (Fortis).

"Gaz Métro's offer brings not only additional value to CVPS shareholders but, as importantly, unique opportunities for Vermont that are only possible through the combination of CVPS and GMP," said Sophie Brochu, President and Chief Executive Officer of Gaz Métro.

"Gaz Métro's proposal provides significant benefits to the Vermont community, including substantial cost savings to customers, a focus on keeping local jobs and promotion of green investment," added Ms. Brochu.

A Superior Offer

  • US$35.25 per CVPS share, compared to Fortis' offer of US$35.10 per share;
  • Right to receive CVPS' regular quarterly dividend of US$0.23 per share until closing;
  • US$144.0 million in savings to CVPS and GMP customers over 10 years;
  • Establishment of a public trust with US$1.0 million in annual income to support a low-income rate plan. This income stream is made possible by an annual dividend generated through contribution by GMP and CVPS post-closing of an approximate 30% ownership interest in Vermont Electric Power Company (VELCO) – operator of Vermont's most important transmission asset – to a permanent trust under public direction. It will be supplemented by a donation from the combined entity;
  • No layoffs at CVPS other than a limited number of executive positions due to the consolidation of leadership teams;
  • Establishment of new southern head office to be located in downtown Rutland; and
  • New Rutland County solar development to make Rutland “Vermont's first solar city”.

“For more than 25 years now, through our association with Vermont Gas Systems, and recently with GMP, Gaz Métro has been committed to providing superior energy services to the people of Vermont.  Combining the strengths of CVPS and GMP represents a logical step to further our long-term commitment to cost-effective and sustainable distribution of energy in Vermont," concluded
Ms. Brochu.

Gaz Métro's proposal is contingent upon CVPS entering into a merger agreement with Gaz Métro in substantially the same form as the agreement between CVPS and Fortis. The proposal is not subject to any financing contingency.

BMO Capital Markets is acting as financial advisor and Osler, Hoskin & Harcourt LLP is acting as legal advisor to Gaz Métro.

GMP Press Release

For more information regarding the proposal, please refer to the press release available on GMP's Web site.

Conference Call

Gaz Métro will hold a conference call with financial analysts on Thursday, June 23, 2011 at 10:00 a.m. (Eastern time) to discuss the proposed offer.

Sophie Brochu, President and Chief Executive Officer, and Pierre Despars, Executive Vice President, Corporate Affairs and Chief Financial Officer of Gaz Métro will be the speakers, and a question period will follow.

The conference can be accessed live by dialling 416-644-3426 or toll-free 1-877-974-0445. It will also be Webcast on Gaz Métro's Web site in the “Webcasts” section.

Media and other interested individuals are invited to listen in. Speakers will be available after the conference call for interviews and to answer questions from the media.

Re-broadcasts can be accessed for 30 days by telephone at 416-640-1917 or toll-free at 1-877-289-8525 (access code: 4452188#) and for 90 days on Gaz Métro's Web site.

Overview of Gaz Métro

With over $3.6 billion in assets, Gaz Métro is Quebec's leading natural gas distributor. Its 10,000-kilometre network serves 300 municipalities. Gaz Métro has operated in this regulated industry since 1957 and is the trusted energy provider to its customers in Quebec and Vermont, who choose natural gas for its competitive price, efficiency, comfort and environmental benefits. Gaz Métro is also present in the electricity distribution market and is involved in natural gas transportation and storage, the development of projects such as wind power, natural gas as fuel for the transportation industry, and biomethanation. Gaz Métro is committed to the satisfaction of its customers, partners, employees and the communities it serves.

Cautionary note regarding forward-looking statements

Certain statements contained in this press release may be forward-looking pursuant to applicable securities laws. Such forward-looking statements reflect the intentions, plans, expectations and opinions of the management (the “Managment”) of Gaz Métro inc., Gaz Métro's general partner, and are based on information currently available to Management and assumptions about future events. Forward-looking statements involve known and unknown risks and uncertainties and other factors outside Management's control. A number of factors could cause actual results of Gaz Métro to differ materially from the current expectations as expressed in the forward-looking statements.

Although these forward-looking statements are based upon what Management believes to be reasonable assumptions, Management cannot assure investors that actual results will be consistent with these forward-looking statements. These forward-looking statements are made as of the date of this press release, and Management assumes no obligation to update or revise them to reflect new events or circumstances, except as required pursuant to applicable securities laws. You are cautioned not to place undue reliance on these forward-looking statements.

The complete version of the cautionary note regarding forward-looking statements as well as a description of the risk factors likely to affect Gaz Métro's actual results are included in the Management's Discussion and Analysis for the year ended September 30, 2010 of Valener Inc., a limited partner of Gaz Métro, and in Valener Inc.'s and Gaz Metro's disclosure filings. These documents are available on SEDAR and on Valener Inc.'s Web site.

For additional information:

Media
Jean Charles Robillard
Media and Public Relations
514-719-8201

Investors and analysts
Caroline Warren
Investor Relations
514-598-3324