PNM Resources Shareholders Approve Proposed AVANGRID Merger
Proxy vote represents latest milestone in approval process
ORANGE, Conn. — Feb. 12, 2021 —AVANGRID, Inc. (NYSE: AGR), a leading clean energy company, marked an important milestone in its proposed PNM Resources, Inc. (NYSE: PNM) merger as PNM Resources’ shareholders voted overwhelmingly in favor of the transaction.
AVANGRID announced the strategic PNM Resources merger combination in October 2020 in an all cash offer for PNM Resources’ shares at $50.30 per share, an $8.3 billion enterprise value transaction. The resulting entity would be one of the major clean energy companies in the US with ten regulated utilities in six states and the third largest renewables company with operations in 24 states.
“Approval by PNM’s shareholders is an important step toward realizing this strategic transaction. Our two companies share the same values and we are passionate about our customers, employees, and the communities we serve,” said Dennis V. Arriola, CEO of AVANGRID.
The approval follows recent regulatory clearance from the Committee on Foreign Investment in the United States (CFIUS) and the expiration of the waiting period under the Hart Scott Rodino Antitrust Improvements Act.
The company continues to pursue state and Federal regulatory approvals for the merger, including approvals from the Federal Energy Regulatory Commission, the Federal Communications Commission, and the Nuclear Regulatory Commission, as well as the New Mexico Public Regulation Commission and the Public Utility Commission of Texas.
About AVANGRID: AVANGRID, Inc. (NYSE: AGR) is a leading sustainable energy company with approximately $36 billion in assets and operations in 24 U.S. states. With headquarters in Orange, Connecticut, AVANGRID has two primary lines of business: Avangrid Networks and Avangrid Renewables. Avangrid Networks owns eight electric and natural gas utilities, serving more than 3.3 million customers in New York and New England. Avangrid Renewables owns and operates a portfolio of renewable energy generation facilities across the United States. AVANGRID employs approximately 6,600 people. AVANGRID supports the U.N.’s Sustainable Development Goals and was named among the World’s Most Ethical Companies in 2019 and 2020 by the Ethisphere Institute. For more information, visit www.avangrid.com.
Certain statements made in this press release for AVANGRID that relate to future events or expectations, developments, projections, estimates, intentions, goals, targets, and strategies are made pursuant to the Private Securities Litigation Reform Act of 1995. All statements contained in this Press Release that do not relate to matters of historical fact should be considered forward-looking statements, and are generally identified by words such as “may,” “will,” “would,” “can,” “expect(s),” “intend(s),” “anticipate(s),” “estimate(s),” “believe(s),” “future,” “could,” “should,” “plan(s),” “aim(s),” “assume(s)”, “project(s)”, “target(s)”), “forecast(s)”, “seek(s)” and or the negative of such terms or other variations on such terms, comparable terminology or similar expressions. These forward-looking statements generally include statements regarding the potential transaction
between AVANGRID and PNM Resources, including any statements regarding the expected timetable for completing the potential merger, the ability to complete the potential merger, the expected benefits of the potential merger, projected financial information, future opportunities, and any other statements regarding AVANGRID’s and PNM Resources’ future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Readers are cautioned that all forward-looking statements are based upon current reasonable beliefs, expectations and assumptions. AVANGRID assumes no obligation to update this information. Because actual results may differ materially from those expressed or implied by these forward-looking statements, AVANGRID cautions readers not to place undue reliance on these statements.
AVANGRID’s business, financial condition, cash flow, and operating results are influenced by many factors, which are often beyond its control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. For a discussion of risk factors and other important factors affecting forward-looking statements, please see AVANGRID’s Form 10-K and Form 10-Q filings and the information filed on Avangrid’s Forms 8-K with the Securities and Exchange Commission (the “SEC”) as well as its subsequent SEC filings, and the risks and uncertainties related to the proposed merger with PNM Resources, including, but not limited to: the expected timing and likelihood of completion of the pending merger, including the timing, receipt and terms and conditions of any required governmental and regulatory approvals of the pending merger that could reduce anticipated benefits or cause the parties to abandon the transaction, the failure by AVANGRID to obtain the necessary financing arrangement set forth in commitment letter received in connection with the Merger, the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement, the risk that the parties may not be able to satisfy the conditions to the proposed Merger in a timely manner or at all, risks related to disruption of management time from ongoing business operations due to the proposed Merger, and the risk that the proposed transaction and its announcement could have an adverse effect on the ability of PNM Resources to retain and hire key personnel and maintain relationships with its customers and suppliers, and on its operating results and businesses generally. Other unpredictable or unknown factors not discussed in this communication could also have material adverse effects on forward looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
About AVANGRID: AVANGRID, Inc. (NYSE: AGR) aspires to be the leading sustainable energy company in the United States. Headquartered in Orange, CT with approximately $40 billion in assets and operations in 24 U.S. states, AVANGRID has two primary lines of business: Avangrid Networks and Avangrid Renewables. Avangrid Networks owns and operates eight electric and natural gas utilities, serving more than 3.3 million customers in New York and New England. Avangrid Renewables owns and operates a portfolio of renewable energy generation facilities across the United States. AVANGRID employs more than 7,000 people and has been recognized by JUST Capital in 2021 and 2022 as one of the JUST 100 companies – a ranking of America’s best corporate citizens. In 2022, AVANGRID ranked second within the utility sector for its commitment to the environment and the communities it serves. The company supports the U.N.’s Sustainable Development Goals and was named among the World’s Most Ethical Companies in 2022 for the fourth consecutive year by the Ethisphere Institute. For more information, visit www.avangrid.com.
About Iberdrola: Iberdrola is one of the world's biggest energy companies and a leader in renewables, spearheading the energy transition to a low carbon economy. The group supplies energy to almost 100 million people in dozens of countries. With a focus on renewable energy, smart networks and smart solutions for customers, Iberdrola’s main markets include Europe (Spain, the United Kingdom, Portugal, France, Germany, Italy and Greece), the United States, Brazil, Mexico and Australia. The company is also present in growth markets such as Japan, Taiwan, Ireland, Sweden and Poland, among others.
With a workforce of nearly 40,000 and assets in excess of €141.7 billion, across the world, Iberdrola helps to support 400,000 jobs across its supply chain, with annual procurement of €12.2 billion. A benchmark in the fight against climate change, Iberdrola has invested more than €130 billion over the past two decades to help build a sustainable energy model, based on sound environmental, social and governance (ESG) principles.