By Lisa Kerner
Charlotte, N.C., Feb. 23 - Cap Rock Holding Corp. entered into a definitive agreement to acquire all of the outstanding common stock of Semco Energy, Inc. for $8.15 per share in cash.
Holders of series B preferred stock will receive $213.07 per share plus a make-whole premium, according to a company news release.
The transaction, unanimously approved by Semco's board, is valued at about $867 million, including approximately $515 million of debt.
Under the agreement, Semco may solicit alternative proposals from third parties for a period of 35 days. The agreement also includes a termination fee of $15.5 million.
"The price to be paid by Cap Rock in the proposed transaction provides shareholders with a significant premium for their shares over the current market price," Semco board chairman Donald W. Thomason said in the release.
"This transaction also will give Semco a financially strong owner with experience in the regulated utility industry."
Cap Rock is a New York-based utility holding company with electric utility transmission and distribution assets in Texas.
Semco is a natural gas distributor based in Port Huron, Mich.
| Acquirer: | Cap Rock Holding Corp.
|
| Target: | Semco Energy, Inc.
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| Transaction value: | $867 million
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| Payment per share: | $8.15
|
| Termination fee: | $15.5 million
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| Announcement date: | Feb. 23
|
| Expected closing: | Upon approvals
|
| Stock price for target: | NYSE: SEN; $6.00 on Feb. 22
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