April 20--DAYTON -- DPL Inc. will merge with AES Corp., a global power company whose generation and distribution businesses span five continents, in a $4.7 billion deal that will make DPL and its subsidiaries part of AES, company officials said in a deal announced on Wednesday.
AES, based in Arlington, Va., will pay $30 per share for all of DPL's nearly 116 million outstanding shares, for a total of approximately $3.5 billion. Including debt that AES has agreed to assume, the deal's total value is $4.7 billion, DPL said.
The companies project that the transaction will close in six to nine months, after receiving approval from DPL shareholders and regulatory OKs from the Federal Energy Regulatory Commission, the Public Utilities Commission of Ohio and federal antitrust regulators.
At that time, DPL and its subsidiaries will become part of AES. DPL said its principal subsidiary, the Dayton Power and Light Co., will keep its name and headquarters in Dayton for at least two years after the merger. The company will continue its corporate giving and community support at current levels for at least two years after the merger, said Paul M. Barbas, DPL's president and chief executive officer.
DPL's work force of 1,500 people will remain intact. "They committed that there would be no force reductions for the next two years, through 2013," Barbas said in an interview with the Dayton Daily News.
AES' resources offer DPL and DP&L better opportunities to grow, especially as Ohio requires utilities to diversify their generating source to include more alternative energy sources, Barbas said. [Emphasis added.]
AES generates and distributes electricity from coal, diesel, biomass, hydropower, natural gas, oil, solar and wind sources.
The merger offers DPL employees the opportunity to be promoted to other parts of the country or AES' international operations, Barbas said. AES is much larger, with 29,000 employees worldwide, operations in 29 countries from China to Cameroon to Chile, and 2010 revenue of $17 billion.
Dayton Power and Light serves about 500,000 customers in west-central Ohio. The parent company, DPL Inc., had 2010 revenue of $1.9 billion. Both are traded on the New York Stock Exchange.
AES has owned Indianapolis Power and Light Co. for about a decade but hasn't changed the Indianapolis utility's name, Barbas said.
"They are excited about expanding domestically, and in the Midwest," he said. "This is a great opportunity. They focus on same key markets, and the U.S. is one of them."
DPL will postpone its annual meeting of shareholders, which had scheduled for April 27 in Dayton, until mid-July, when its shareholders are to vote on whether to approve the merger with AES, Barbas said.
Between now and then, both companies will be making required filings with federal and state regulators.
DPL will continue to issue quarterly dividends in the meantime, Barbas said.
Barbas said he didn't recall which company approached the other first.
"Both of us employ people who look for opportunities," he said. "You always look for opportunities to grow."
Still to be worked out is the fate of DPL's executive leadership team. That wasn't decided during the negotiations, Barbas said.
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Dayton Power & Light snapped up by AES for US$4.7bn
Dayton Power & Light Inc (DPL) and its subsidiaries are to become part of AES Corp, a global power company. Under the terms of the deal, AES will pay US$30/share for all of DPL’s 116m outstanding shares for a total of around US$3.5bn. AES will also take on DPL’s debts, taking the total value of the deal to US$4.7bn. The transaction is expected to close in six to nine months, subject to approval from DPL shareholders, the Public Utilities Commission of Ohio (PUCO), the Federal Energy Regulatory Commission (FERC) and an anti-trust review. AES has committed bridge financing in place from Bank of America Merrill Lynch, which also acted as financial advisor for the acquisition. Under the terms of the deal, DPL will keep its name and Dayton headquarters for at least two years after the merger.
“The DPL acquisition is expected to be value and earnings accretive, benefiting from the regional scale provided by our nearby utility business at Indianapolis Power & Light Company,” said AES Corp Chief Executive Paul Hanrahan.
Via its subsidiaries, DPL owns and operates around 3.8GW of generating capacity of which 2.8GW are coal-fired plants for baseload generation and 1GW are natural gas and diesel peaking units. By way of comparison, AES has 40.5GW of generating capacity. DPL sells its power to customers in a 6000 square mile area of West Central Ohio.
DPL Announces Early Termination of Antitrust Waiting Period
DAYTON, Ohio, Jun 15, 2011 (BUSINESS WIRE) --
DPL Inc. (NYSE: DPL) today announced that on June 14, 2011 the U.S. Department of Justice and the Federal Trade Commission granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, in connection with the proposed merger of DPL with a wholly-owned subsidiary of The AES Corporation (AES).
Completion of the transaction between DPL and AES is subject to customary closing conditions, including approval by DPL shareholders and the receipt of additional regulatory approvals. The parties currently expect to complete the merger in the fourth quarter of 2011 or first quarter of 2012.
About DPL
DPL Inc. (NYSE:DPL) is a regional energy company. DPL was named one of Forbes' "100 Most Trustworthy Companies" for the second consecutive year in 2010.
DPL's principal subsidiaries include The Dayton Power and Light Company (DP&L); DPL Energy, LLC (DPLE); and DPL Energy Resources, Inc. (DPLER), which also does business as DP&L Energy. The Dayton Power and Light Company, a regulated electric utility, provides service to over 500,000 retail customers in West Central Ohio; DPLE engages in the operation of merchant peaking generation facilities; and DPLER is a competitive retail electric supplier in Ohio. DPL, through its subsidiaries, owns and operates approximately 3,800 megawatts of generation capacity, of which 2,800 megawatts are low cost coal-fired units and 1,000 megawatts are natural gas and diesel peaking units. Further information can be found at www.dplinc.com.
About AES
The AES Corporation (NYSE: AES) is a Fortune 200 global power company with generation and distribution businesses. Through its diverse portfolio of thermal and renewable fuel sources, AES provides affordable and sustainable energy to 28 countries. AES's workforce of 29,000 people is committed to operational excellence and meeting the world's changing power needs. AES's 2010 revenues were $16.2 billion and AES owns and manages approximately $40.5 billion in total assets. To learn more, please visit www.aes.com.
Forward Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements relating to the proposed transaction between DPL and AES and the expected timing and completion of the transaction. Words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions are intended to identify forward looking statements. Such statements are based upon the current beliefs and expectations of DPL's management and involve a number of significant risks and uncertainties, many of which are difficult to predict and are generally beyond the control of DPL and AES. Actual results may differ materially from the results anticipated in these forward-looking statements. There can be no assurance as to the timing of the closing of the transaction, or whether the transaction will close at all. The following factors, among others, could cause or contribute to such material differences: the ability to obtain the approval of the transaction by DPL's shareholders; the ability to obtain required regulatory approvals of the transaction or to satisfy other conditions to the transaction on the terms and expected timeframe or at all; transaction costs; economic conditions; a material adverse change in the business, assets, financial condition or results of operations of DPL; a material deterioration in DPL's retail and/or wholesale businesses and assets; and the effects of disruption from the transaction making it more difficult to maintain relationships with employees, customers, other business partners or government entities. Additional factors that could cause DPL's results to differ materially from those described in the forward-looking statements can be found in the periodic reports filed with the Securities and Exchange Commission and in the proxy statement DPL intends to file with the Securities and Exchange Commission and mail to its shareholders with respect to the proposed transaction, which are or will be available at the Securities and Exchange Commission's Web site (http://www.sec.gov) at no charge. DPL assumes no responsibility to update any forward-looking statements as a result of new information or future developments except as expressly required by law.
Additional Information
This communication is being made in respect of the proposed merger transaction involving DPL and AES. In connection with the proposed transaction, DPL will file with the Securities and Exchange Commission a proxy statement and will mail the proxy statement to its shareholders. Shareholders are encouraged to read the proxy statement regarding the proposed transaction in its entirety when it becomes available because it will contain important information about the transaction. Shareholders will be able to obtain a free copy of the proxy statement, as well as other filings made by DPL regarding DPL, AES and the proposed transaction, without charge, at the Securities and Exchange Commission's Internet site (http://www.sec.gov). These materials can also be obtained, when available, without charge, by directing a request to DPL at communications@dplinc.com.
DPL, AES and their respective executive officers, directors and other persons may be deemed to be participants in the solicitation of proxies from DPL's shareholders with respect to the proposed transaction. Information regarding the officers and directors of DPL is included in its Annual Report on Form 10-K for the year ended December 31, 2010 and DPL's notice of annual meeting and proxy statement for its most recent annual meeting, which previously were filed with the Securities and Exchange Commission on February 18, 2011 and March 18, 2011, respectively. Other information regarding the participants in the solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the Securities and Exchange Commission in connection with the proposed transaction.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
SOURCE: DPL Inc.
DPL Inc.Investor Relations Contact
Craig Jackson, VP & Treasurer, 937-259-7033
or
News Media Contact
DPL Medialine, 937-224-5940
e-mail communications@dplinc.com
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