Calpine Corporation Stockholders Approve Acquisition by Investor Consortium Led by Energy Capital Partners
December 15 2017 - 9:21AM
Business Wire
Calpine Corporation (NYSE: CPN), America’s largest generator of
electricity from natural gas and geothermal resources, today
announced that its stockholders approved the acquisition of Calpine
by Energy Capital Partners along with a consortium of investors led
by Access Industries and Canada Pension Plan Investment Board for
$15.25 per share in cash.
Holders of a majority of the outstanding shares of Calpine’s
common stock voted in favor of adopting the merger agreement. The
final voting results for all proposals will be filed with the
Securities and Exchange Commission in a Current Report on Form
8-K.
The acquisition is expected to be completed during the first
quarter of calendar year 2018, subject to satisfaction of the
remaining customary closing conditions, including receipt of
certain regulatory approvals.
About Calpine
Calpine Corporation is America’s largest generator of
electricity from natural gas and geothermal resources with
operations in competitive power markets. Our fleet of 80 power
plants in operation or under construction represents approximately
26,000 megawatts of generation capacity. Through wholesale power
operations and our retail businesses Calpine
Energy Solutions and Champion
Energy, we serve customers in 25 states, Canada and Mexico.
Our clean, efficient, modern and flexible fleet uses advanced
technologies to generate power in a low-carbon and environmentally
responsible manner. We are uniquely positioned to benefit from the
secular trends affecting our industry, including the abundant and
affordable supply of clean natural gas, environmental regulation,
aging power generation infrastructure and the increasing need for
dispatchable power plants to successfully integrate intermittent
renewables into the grid. Please visit www.calpine.com to learn more about how Calpine is
creating power for a sustainable future.
Calpine’s Quarterly Report on Form 10-Q for the quarter ended
September 30, 2017, has been filed with the Securities and Exchange
Commission (SEC) and is available on the SEC’s website at
www.sec.gov.
Forward Looking Statements
This communication contains certain information, including
financial estimates and statements as to the expected timing,
completion and effects of the proposed merger involving Calpine and
Energy Capital Partners, which may constitute forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such
forward-looking statements are subject to risks and uncertainties,
and actual results may differ materially. Such forward looking
statements include, among others, statements about the benefits of
the proposed transaction, including future financial and operating
results, plans, objectives, expectations for Calpine and other
statements that are not historical facts. Such statements are based
on the current beliefs and expectations of the management of
Calpine and are subject to significant risks and uncertainties
outside of Calpine’s control. These risks and uncertainties include
the possibility that the anticipated benefits from the proposed
transaction with Energy Capital Partners will not be realized, or
will not be realized within the expected time periods; the
occurrence of any event, change or other circumstances that could
give rise to termination of the proposed transaction agreement;
operating costs, customer loss and business disruption (including,
without limitation, difficulties in maintaining relationships with
employees, customers, clients or suppliers) may be greater than
expected following the announcement of the proposed transaction;
risks associated with the disruption of management’s attention from
ongoing business operations due to the proposed transaction; the
inability to obtain necessary regulatory approvals of the proposed
transaction or the receipt of such approvals subject to conditions
that are not anticipated; the risk that a condition to closing the
transaction may not be satisfied on a timely basis or at all; the
risk that the proposed transaction fails to close for any other
reason; the outcome of any legal proceedings related to the
proposed transaction; the parties’ ability to meet expectations
regarding the timing and completion of the proposed transaction;
the impact of the proposed transaction on Calpine’s credit ratings;
and other risks described in Calpine’s Form 10-K, Form 10-Q and
Form 8-K 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 hereof. Except as otherwise required by
law, Calpine does not undertake any obligation, and expressly
disclaims any obligation, to update, alter or otherwise revise any
forward-looking statements, whether written or oral, that may be
made from time to time, whether as a result of new information,
future events or otherwise.
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Calpine CorporationMedia
Relations:Brett Kerr,
713-830-8809brett.kerr@calpine.comorInvestor
Relations:Bryan Kimzey,
713-830-8775bryan.kimzey@calpine.comorSard
Verbinnen & Co.Frances Jeter (Houston) / Jared Levy
& Patrick Scanlan (New York)(832) 687-5120 / (212)
687-8080Calpine-SVC@sardverb.com
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