Southern Company, AGL Resources announce expiration of Hart-Scott-Rodino waiting period
ATLANTA, Dec. 7, 2015 /PRNewswire/ -- Southern Company (NYSE: SO) and AGL Resources (NYSE: GAS) today announced the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act") has expired with regard to the companies' proposed merger. One of the conditions to the merger is that the waiting period under the HSR Act has expired.
In addition, another condition to the merger was satisfied when AGL Resources shareholders voted to approve the proposed merger on Nov. 19. The merger remains subject to certain other customary closing conditions, including state regulatory approvals. The transaction is still expected to close in the second half of 2016.
When completed, the combination of Southern Company and AGL Resources is expected to create the second-largest utility company in the U.S. by customer base, bringing together:
For more information about the proposed merger, visit www.doingenergybetter.com.
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Cautionary Statements Regarding Forward-Looking Information
This release contains forward-looking statements which are made pursuant to safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements, among other things, concerning the expected timing of the completion of the proposed merger and the expected benefits thereof. These forward-looking statements are often characterized by the use of words such as "expect," "anticipate," "plan," "believe," "may," "should," "will," "could,""continue" and the negative or plural of these words and other comparable terminology. Although Southern Company and AGL Resources believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking statements, including, but not limited to, factors and assumptions regarding the items outlined above. Actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things, the following: the failure to receive, on a timely basis or otherwise, the required approvals by government or regulatory agencies (including the terms of such approvals); the possibility that long-term financing for the transaction may not be put in place prior to the closing; the risk that a condition to closing of the merger or the committed financing may not be satisfied; the possibility that the anticipated benefits from the transaction cannot be fully realized or may take longer to realize than expected; the possibility that costs related to the integration of Southern Company and AGL Resources will be greater than expected; the credit ratings of the combined company or its subsidiaries may be different from what the parties expect; the ability to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners; the diversion of management time on transaction-related issues; the impact of legislative, regulatory and competitive changes; and other risk factors relating to the energy industry, as detailed from time to time in each of Southern Company's and AGL Resources' reports filed with the Securities and Exchange Commission. There can be no assurance that the transaction will in fact be consummated.
Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found in the body of this release, as well as under Item 1.A in each of Southern Company's and AGL Resources' Annual Reports on Form 10-K for the fiscal year ended December 31, 2014 and Item 1.A in each of Southern Company's and AGL Resources' most recent Quarterly Reports on Form 10-Q for the quarter ended September 30, 2015. Southern Company and AGL Resources caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on forward-looking statements to make decisions with respect to Southern Company and AGL Resources, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. All subsequent written and oral forward-looking statements concerning the transaction or other matters attributable to Southern Company or AGL Resources or any other person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced above. The forward-looking statements contained herein speak only as of the date of this release. Neither Southern Company nor AGL Resources undertakes any obligation to update or revise any forward-looking statement, except as may be required by law.
SOURCE Southern Company
For further information: Southern Company Media Relations, 404-506-5333 or 866-506-5333