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IPALCO ENTERPRISES INCREASES OFFER TO PURCHASE PSI RESOURCES TO $30.50 PER SHARE

 INDIANAPOLIS, Aug. 18 /PRNewswire/ -- IPALCO Enterprises, Inc. announced today that it will raise the price of its exchange offer to purchase all outstanding shares of PSI Resources common stock to $30.50 per share, a $2.50 per share increase over IPALCO's previously announced offer price of $28.00 per share. The offer price increase will be paid one-half in IPALCO common stock and one-half in cash.
 "PSI shareholders now have a very simple decision. They can choose the certainty of our $30.50 offer or the uncertainty of the CG&E/PSI conditional proposal. Our offer is unquestionably superior. Its value is certain. And we are absolutely convinced that our regulatory plan can be approved," said John R. Hodowal, chairman and chief executive officer of IPALCO.
 "By contrast, PSI and CG&E's conditional offer is at a lower price, provides shareholders no downside protection, and the price will continue to fluctuate with the vagaries of the market. Plus, CG&E and PSI's essentially flat projected earnings for the next 10 years do not benefit shareholders. CG&E/PSI would also have lower cost savings and a weaker capital structure and dividend paying capacity than IPALCO/PSI. That's a shaky foundation for a CG&E/PSI future.
 "Our proposed combination makes perfect sense operationally. It will generate enormous cost savings, increasing cash flow and long-term returns for shareholders.
 "The CG&E/PSI deal not only has questionable value, we don't believe it can be approved. Completion of the CG&E proposal requires approval from two thirds of CG&E's outstanding common stock. For contested situations like this, where major CG&E shareholders have already told CG&E they opposed the original deal, such a vote is virtually impossible.
 "No reasonable person could expect PSI and CG&E to close their Public Utility Holding Company Act deal without the approval of regulators in Indiana, Ohio, and Kentucky who would control their business going forward.
 "We are rapidly approaching a critical time for PSI shareholders to express their support for the IPALCO transaction. If elected, the director-nominees proposed by IPALCO will be dedicated to one goal: making sure that PSI's board responds to the interests of PSI shareholders. A vote for our directors is a vote for the highest and best offer for PSI," Hodowal said.
 Under the revised terms of the offer, IPALCO will offer to exchange either .8414 shares of IPALCO common stock (subject to adjustment) or $30.50 net in cash for each share of PSI common stock. PSI shareholders may elect to receive either shares of IPALCO common stock or cash, but IPALCO will not be required to pay more than about 26 percent of the aggregate consideration in cash or more than about 74 percent of the aggregate consideration in IPALCO common stock.
 The revised offer terms retain the "collar" which is intended, with certain limits, to maintain the value of the IPALCO common stock portion of the offer consideration against changes in the market price of IPALCO common stock. The closing price of IPALCO common stock on the NYSE on Aug. 17, 1993 was $36-1/4. Based on the that closing price, the value of the revised offer will be $30.50 per share of PSI common stock. The number of shares of IPALCO common stock to be included in the offer consideration will vary so that the value of the stock is maintained at $30.50 per share if the market price of IPALCO common stock is between the "collar" of $35-7/8 and $41-5/8 per share. If the market price of IPALCO common stock is above or below those amounts, the IPALCO common stock portion of the offer consideration would become fixed and would have a value of more or less than $30.50 per share.
 The revised offer expires at midnight on Aug. 31, 1993, unless extended by IPALCO.
 IPALCO will promptly file a post-effective amendment to its registration statement with respect to the amended exchange offer terms. The offer price increase will become effective when the amendment is declared effective by the Securities and Exchange Commission.
 -0- 8/18/93
 /CONTACT: Susan Hanafee, 317-261-8763, or Marni Lemons, 317-261-8219, both of IPALCO Enterprises, Inc./
 (IPL CIN)


CO: IPALCO Enterprises, Inc.; PSI Resources ST: Indiana, Ohio IN: UTI SU: TNM

SM-OS -- NY039 -- 3936 08/18/93 13:16 EDT
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Publication:PR Newswire
Date:Aug 18, 1993
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