BEDMINSTER, N.J.–NUI Corporation (NYSE:NUI – News) today announced that it has signed a definitive merger agreement with AGL Resources Inc. (NYSE:ATG – News) for AGL Resources to acquire all of the outstanding shares of common stock of NUI for $13.70 per share in cash, representing a total equity value of approximately $220 million.
The Boards of Directors of both companies have unanimously approved the merger agreement. The transaction is subject to approval of NUI shareholders, regulatory agencies in the states of New Jersey, Florida, Maryland and Virginia and the Securities and Exchange Commission, clearance under the federal Hart-Scott-Rodino Act and other customary conditions. The merger is not conditioned upon AGL Resources’ receipt of financing.
“Today’s announcement represents the successful realization of the NUI Board of Directors’ plan to sell the company,” stated Craig Matthews, NUI’s President and Chief Executive Officer. “This agreement marks a giant step forward for NUI. As an investment-grade company, AGL Resources brings financial strength to improve our balance sheet and debt structure. Like NUI, AGL Resources has been operating gas distribution systems for nearly 150 years, and it maintains a strong commitment to its employees and customers and has an outstanding record of involvement in the communities it serves.”
Customers of NUI’s gas utility operations in New Jersey, Florida, Maryland and Virginia should see no impact on their service as a result of today’s agreement, according to NUI Utilities’ President Victor Fortkiewicz. “In fact, with continued investments in infrastructure and state-of-the-art technology, we expect the quality of our customer service to be further enhanced over time,” Fortkiewicz said.
In addition, NUI has received a commitment from an affiliate of Credit Suisse First Boston for an additional $95 million in credit facilities. This commitment is comprised of a $75 million senior secured credit facility to be made available to NUI Utilities and secured by NUI Utilities’ receivables and a $20 million senior unsecured credit facility to be made available to NUI. The NUI Utilities facility matures on May 15, 2005, and the NUI facility matures on November 21, 2005. The new facilities are intended to provide NUI and NUI Utilities with additional liquidity through the close of the sale of the company and can be utilized to purchase gas for the upcoming winter heating season and for general corporate purposes. Credit Suisse First Boston’s commitment is subject to various conditions, including the extension of the existing credit facilities of NUI and NUI Utilities to November 21, 2005, and the amendment of the terms of such facilities to allow the new financing. Approval from the New Jersey Board of Public Utilities and from the lenders under NUI’s existing credit facilities will be required to consummate the proposed financing. If the proposed new financing and the related financing matters described above are not completed by September 30, 2004, AGL Resources has the right to terminate the merger agreement.
Credit Suisse First Boston LLC and Berenson & Company acted as financial advisors to NUI. White & Case LLP acted as legal advisor to NUI.