BISMARCK, N.D., Oct. 2, 2024
/PRNewswire/ -- MDU Resources Group, Inc. (NYSE: MDU) announced
today that its board of directors has approved the previously
announced spinoff of the company's wholly owned construction
services subsidiary, Everus Construction Group, through a pro rata
distribution of all the outstanding shares of Everus common
stock.
"We believe this strategic move will unlock value for our
shareholders and position Everus for continued growth and success,"
said Nicole A. Kivisto, president
and CEO of MDU Resources. "This spinoff allows both MDU Resources
and Everus to focus on our core strengths and pursue distinct
opportunities in our respective industries."
As previously announced, MDU Resources stockholders will retain
their current shares of MDU Resources common stock and, on the
distribution date, each MDU Resources stockholder will receive a
distribution of one share of Everus common stock for every four
shares of MDU Resources common stock owned as of the record
date.
Everus common stock is expected to be distributed at
11:59 p.m. EDT Oct. 31, 2024, to MDU Resources stockholders of
record as of 5 p.m. EDT on
Oct. 21, 2024, the record date for
the distribution. The distribution is subject to the satisfaction
or waiver of certain conditions, including the Securities and
Exchange Commission declaring the Registration Statement on Form 10
for Everus to be effective.
Fractional shares of Everus common stock will not be distributed
to MDU Resources stockholders. They will instead be aggregated and
sold on the open market, with the net proceeds distributed pro rata
in cash payments to MDU Resources stockholders who would otherwise
have received a fractional share of Everus common stock.
The distribution of shares does not require stockholder approval
and no action is required by MDU Resources stockholders to receive
the shares of Everus common stock, or cash in lieu of fractional
shares. An information statement with details of the spinoff,
including the distribution of shares of Everus common stock and
Everus' management and business following the spinoff, will be made
available to MDU Resources stockholders prior to the distribution
date.
The distribution is expected to be tax free for MDU Resources
stockholders for U.S. federal income tax purposes, except for cash
received in lieu of fractional shares.
A "when-issued" public trading market for Everus common stock is
expected to begin on or about Oct. 28
on the New York Stock Exchange under the ticker symbol "ECG WI,"
continuing through Oct. 31.
Holders of MDU Resources common stock who sell their shares
under "regular way" trading on or before Oct. 31 also will be selling their right to
receive Everus common stock.
On or about Oct. 28, an
"ex-distribution" market for MDU Resources common stock is expected
to begin on the NYSE under the ticker symbol "MDU WI," continuing
through Oct. 31. Holders of MDU
Resources common stock who sell in the ex-distribution market on or
before Oct. 31 will only be selling
their shares of MDU Resources common stock and will retain their
right to receive Everus common stock in the distribution.
Stockholders who hold MDU Resources common stock on the record
date and decide to sell shares on or before the distribution date
should consult with their stockbroker, bank or other advisor to
understand whether the shares will be sold with or without the
entitlement to Everus common stock.
Upon completion of the distribution on or about Nov. 1, Everus will trade in the regular way on
the NYSE under the ticker symbol "ECG" and MDU Resources will
continue to trade in the regular way on the NYSE under the ticker
symbol "MDU."
Following the spinoff, MDU Resources and Everus will be
independent, publicly traded companies with distinct investment
identities, business operations, customers and geographic
markets.
"We are very excited to see Everus stock begin trading on the
New York Stock Exchange and look forward to our future
opportunities as a stand-alone leading construction services
business," said Jeffrey S. Thiede,
president and CEO of Everus. "The hard work and dedication of our
team, who are safely Building America's Future, has made Everus one
of the largest specialty construction services providers in the
country, and we are well-positioned to continue expanding our
operations."
In connection with the anticipated spinoff, Everus is holding an
Investor and Analyst Day at 10 a.m.
EDT Oct. 17 at the NYSE.
Management's presentation of Everus' investment highlights,
operations, financial performance and growth prospects, as well as
a question-and-answer session, also will be webcast. Additional
information is available at
www.mdu.com/everus-construction-spinoff.
Forward-Looking Statements
Information in this
release includes certain forward-looking statements within the
meaning of Section 21E of the Securities Exchange Act of 1934. The
forward-looking statements in this release, including information
about the planned spinoff of Everus Construction Group, the
distribution of Everus common stock, future stock performance, and
statements by the CEOs of MDU Resources and Everus, are expressed
in good faith and are believed by the company to have a reasonable
basis. Nonetheless, actual results may differ materially from the
projected results expressed in the forward-looking statements. For
a discussion of important factors that could cause actual results
to differ materially, refer to Item 1A — Risk Factors in MDU
Resources' most recent Form 10-K and Form 10-Q and subsequent
filings with the SEC.
About MDU Resources
MDU Resources Group, Inc., a
member of the S&P MidCap 400 index, provides essential products
and services through its regulated energy delivery and construction
services businesses. Founded in 1924, the company is celebrating
its 100th anniversary; learn more at www.mdu.com/100th-anniversary.
For more information about MDU Resources, visit www.mdu.com or
contact the Investor Relations Department at
investor@mduresources.com.
About Everus Construction Group
Everus Construction
Group, Inc. is Building America's Future™ by providing a full
spectrum of construction services through its electrical and
mechanical, and transmission and distribution specialty contracting
services across the United States.
These specialty contracting services are provided to utility,
transportation, commercial, industrial, institutional, renewable
and other customers. Its E&M contracting services include
construction and maintenance of electrical and communication wiring
and infrastructure, fire suppression systems, and mechanical piping
and services. Its T&D contracting services include construction
and maintenance of overhead and underground electrical, gas and
communication infrastructure, as well as manufacturing and
distribution of transmission line construction equipment and tools.
For more information about Everus, visit everus.com.
Investor Contact: Brent
Miller, assistant treasurer and director of financial
projects and investor relations, 701-530-1730
Media Contacts: Byron
Pfordte, MDU Resources manager of integrated communications,
208-377-6050
Laura Lueder, Everus director of
communications, 701-221-6444
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SOURCE MDU Resources Group, Inc.
