Sloan Acquisition Corp. Completes Tender Offer for BayCorp Holdings, Ltd.
November 11 2005 - 8:51AM
Business Wire
Sloan Acquisition Corp., a wholly owned subsidiary of Sloan Group
Ltd., announced today that the extended tender offer period of the
previously announced tender offer for all of the issued and
outstanding shares of BayCorp Holdings, Ltd. (AMEX:MWH) expired at
12:00 midnight, Eastern time on November 10, 2005. Based on
information provided by SunTrust Bank, the Depositary for the
offer, a total of 499,310 shares were tendered in the offer,
including 1,036 covered by notices of guaranteed delivery. All such
shares have been accepted for payment in accordance with the terms
of the offer. The tendered shares, together with the 25,000 shares
previously held by Sloan Acquisition Corp. and its affiliates,
represent approximately 91.7% of the outstanding common stock of
BayCorp. Sloan Acquisition Corp. anticipates completing the
acquisition of BayCorp through a short form merger whereby all
remaining stockholders other than Sloan Acquisition Corp. and Sloan
Group Ltd. and their principals, and dissenting stockholders, if
any, will receive $14.19 in cash for each share of BayCorp common
stock held. Following the merger, BayCorp will be a wholly owned
subsidiary of Sloan Group. Payment of the merger consideration will
be made following the merger upon proper presentation of
certificates formerly representing BayCorp Holdings shares to the
disbursing agent for the merger, together with a properly completed
letter of transmittal. Transmittal materials will be sent to
BayCorp stockholders following the merger. Under applicable law,
the proposed merger is not subject to the approval of the remaining
stockholders of BayCorp. BayCorp is an unregulated energy holding
company incorporated in Delaware. BayCorp currently has wholly
owned subsidiaries that include Nacogdoches Gas, LLC, which owns
and develops interests in natural gas and oil production in
Nacogdoches County, Texas; Benton Falls Associates, the owner and
operator of a hydroelectric generating facility in Benton, Maine;
Great Bay Hydro Corporation, which owns and operates a
hydroelectric generating facility in Newport, Vermont; Great Bay
Power Marketing, Inc., which purchases and markets power on the
open market; and Nacogdoches Power, LLC, which owns the development
rights to the Sterne Power Project in Nacogdoches, Texas. BayCorp
also holds a majority interest in HoustonStreet Exchange, Inc.,
which operates HoustonStreet.com, an internet-based independent
crude oil and refined petroleum products trading exchange. Sloan
Group Ltd. is a privately-held international business corporation
headquartered in the Bahamas. Certain of the foregoing statements,
including those regarding the merger of BayCorp and Sloan
Acquisition Corp., are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors, including the timing of such
events, which may cause the actual results, performance or
achievements of BayCorp to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements speak
only as of the date of this Release. Sloan Group Ltd. and BayCorp
expressly disclaim any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based. D.F. King & Co., Inc. has
been serving as Information Agent for the tender offer. SunTrust
Bank has been serving as the Depositary for the tender offer and
will serve as Disbursing Agent for the Merger.
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