Additional Proxy Soliciting Materials (definitive) (defa14a)
November 23 2015 - 4:25PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy
Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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x Filed by the Registrant |
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¨ Filed by a Party other than the Registrant |
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Check
the appropriate box: |
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Preliminary Proxy Statement |
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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
PIEDMONT NATURAL GAS COMPANY, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate
box): |
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11. |
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(1) Title of
each class of securities to which transaction applies: |
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(2) Aggregate
number of securities to which transaction applies: |
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(3) Per unit
price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
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(4) Proposed
maximum aggregate value of transaction: |
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(5) Total fee
paid: |
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Fee paid previously with preliminary
materials. |
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1) Amount
Previously Paid: |
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(2) Form,
Schedule or Registration Statement No.: |
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(3) Filing
Party: |
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(4)
Date Filed: |
The following was posted on Piedmont Natural Gas Company, Inc.s internal website for employees on November
23, 2015:
Questions about the Duke Acquisition
Q: |
What will happen to the Piedmont Natural Gas brand after the acquisition? |
A: |
As a wholly owned subsidiary of Duke Energy, Piedmont Natural Gas will keep its name and brand. Our headquarters will remain at Piedmont Town Center in Charlotte, and we will maintain our large presence in the
Charlotte area. |
Q: |
How will Piedmont be involved in Dukes plans to grow natural gas infrastructure? |
A: |
Although the exact structural design and leadership team is still to be decided, we expect Piedmonts current executive operating team to manage the combined natural gas portfolio as a separate operating unit of
Duke, including: |
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Our current operations in the Carolinas and Tennessee |
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Dukes existing natural gas operations in Ohio and Kentucky |
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Existing pipeline investments, such as the Atlantic Coast Pipeline and Sabal Trail |
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Other growth projects in the natural gas sector |
Q: |
What approvals will be needed to complete the acquisition? |
A: |
There are several stakeholders who will need to approve the acquisition: |
1. Piedmont shareholders
2. The North Carolina Utilities Commission, because Piedmont is a regulated utility
3. The Federal Trade Commission, due to antitrust regulations
Because the process of obtaining regulatory approval takes time, we do not have a closing date scheduled, but we expect completion to take place by the
end of 2016.
Q: |
Does the merger agreement place any restrictions on Piedmonts operations in 2016? |
A: |
Although there are a few constraints listed in the merger agreement, Piedmont will continue operating normally, consistent with our fiscal year 2016 business objectives and budget. According to the operational
restrictions stated in the merger agreement, Piedmont generally cannot: |
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Enter into a new line of business |
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Make material changes to current contracts |
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Execute new material contracts |
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Sell material amounts of assets |
Q: |
Will Piedmonts fiscal year change as a result of the acquisition? |
A: |
Duke has the option to change Piedmonts fiscal year after the acquisition to coincide with their fiscal year end, which is December 31. |
Q: |
Why didnt Piedmont let employees know about the acquisition prior to the press release? |
A: |
As a public company, federal regulations prevented us from informing you about the acquisition before the information was public to all shareholders. This is why Piedmont did not inform employees prior to the news
release going out at 6:30 a.m. on October 26. That said, Piedmont communicated this information as soon as possible (essentially at the same time as the news release) by sending an all-employee email and posting the news release on the Intranet.
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Q: |
If I am not offered a job with Duke Energy, will I be given any severance benefits? |
A: |
As the integration process moves forward and any such details are developed, we will communicate that information to employees. |
Additional Information and Where to Find It
This communication does not constitute a solicitation of any vote or approval. In connection with the proposed merger transaction, Piedmont
Natural Gas Company, Inc. (Piedmont) filed a preliminary proxy statement with the Securities and Exchange Commission (the SEC) on November 23, 2015, and intends to file other relevant materials with the SEC, including a proxy
statement in definitive form. PIEDMONT URGES INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT DUKE ENERGY CORPORATION
(DUKE ENERGY), PIEDMONT AND THE PROPOSED MERGER. Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC free of charge at the SECs website,
www.sec.gov. In addition, a copy of Piedmonts proxy statement (when it becomes available) may be obtained free of charge from Piedmont Natural Gas Company, Inc., Corporate Secretary, 4720 Piedmont Row Drive Charlotte, North Carolina, 28210.
Investors and security holders may also read and copy any reports, statements and other information filed by Piedmont with the SEC, at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SECs website for further information on its public reference room.
Participants in
the Merger Solicitation
Piedmont and its respective directors, executive officers and certain other members of management and employees may be deemed
to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding Piedmonts directors and executive officers is available in its proxy statement filed with the SEC on January 6, 2015 in connection
with its 2015 annual meeting of shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy
statement and other relevant materials to be filed with the SEC when they become available.
Cautionary Statement Regarding Forward-Looking
Statements
This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Forward-looking statements are based on managements beliefs and assumptions.
These forward-looking statements are
identified by terms and phrases such as anticipate, believe, intend, estimate, expect, continue, should, could, may, plan,
project, predict, will, potential, forecast, target, guidance, outlook, and similar expressions.
Forward-looking statements involve risks and uncertainties that may cause actual results to be materially different from the results predicted. Such
forward-looking statements include, but are not limited to, statements about the benefits of the proposed merger involving Duke Energy or Piedmont, including future financial and operating results, Duke Energys or Piedmonts plans,
objectives, expectations and intentions, the expected timing of completion of the transaction, and other statements that are not historical facts.
Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include risks and uncertainties
relating to: the ability to obtain the requisite approvals of Piedmonts shareholders; the risk that Duke Energy or Piedmont may be unable to obtain governmental and regulatory approvals required for the merger, or that required governmental
and regulatory approvals may delay the merger or result in the imposition of conditions that could cause the parties to abandon the merger; the risk that a condition to closing of the merger may not be satisfied; the timing to consummate the
proposed merger; the risk that the businesses will not be integrated successfully; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the
transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time on merger-related issues; and the effect of changes in governmental regulations. Additional risks and
uncertainties are identified and discussed in Duke Energys and Piedmonts and their respective subsidiaries reports filed with the SEC and available at the SECs website at www.sec.gov. In light of these risks, uncertainties
and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than described. Neither Duke Energy nor Piedmont undertakes any obligation to publicly update or
revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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