BayCorp Holdings, Ltd. Completes Merger with Sloan Acquisition Corp.
November 16 2005 - 4:28PM
Business Wire
Sloan Group Ltd. and its wholly owned subsidiary, Sloan Acquisition
Corp., announced today the completion of the merger of Sloan
Acquisition Corp. with and into BayCorp Holdings, Ltd. (AMEX:MWH).
Following the merger, BayCorp is a wholly owned subsidiary of Sloan
Group. Pursuant to the terms of the merger, all BayCorp
stockholders (other than Sloan Acquisition Corp. and Sloan Group
and their principals, and dissenting stockholders, if any) that did
not validly tender their shares in connection with the previously
announced tender offer that expired at 12:00 midnight, Eastern time
on November 10, 2005, will receive $14.19 in cash for each share of
BayCorp common stock held. Payment of the merger consideration will
be made upon proper presentation of certificates formerly
representing BayCorp shares to the disbursing agent for the merger,
together with a properly completed letter of transmittal.
Transmittal materials will be sent to BayCorp stockholders over the
next two to three business days. Under applicable law, the merger
was not subject to the approval of BayCorp's stockholders, other
than Sloan Acquisition Corp. 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. SunTrust Bank is serving as the
Disbursing Agent for the merger.
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