The boards of directors for WGL Holdings Inc. and AltaGas Ltd. have unanimously approved a definitive agreement and plan of merger for WGL to be acquired by AltaGas in an all-cash transaction for approximately $6.4 billion.
“This is a significant and positive event for WGL, and our customers, employees, communities and shareholders,” said WGL chairman and CEO Terry McCallister in a Jan. 25 statement. “Our leadership team and board of directors are convinced that we have found exactly the right partner in AltaGas. We are confident that together we will be a more diverse and stronger company that will open up new and exciting opportunities to provide value for all of our stakeholders.”
As a result of the transaction, the WGL family of companies and its employees will become part of a larger, more broad-based, multinational organization. WGL will maintain its utility headquarters in Washington, D.C., and continue to manage its regulated utility business, while also assisting in the management of AltaGas’ U.S. regulated utility business. AltaGas also intends to relocate the headquarters of its U.S. power business to WGL’s service region
“We look forward to welcoming WGL employees and customers to AltaGas,” said the company’s president and CEO David Harris. “This acquisition provides us with a robust, complementary set of business segments that greatly increase our scale and diversity. Our first priority in making this successful is to continue serving WGL’s customers and communities with safe, reliable and affordable service and maintaining the strong relationships WGL has built with regulators.”
AltaGas is a leading North American diversified energy infrastructure company with a focus on natural gas, power and regulated utilities. AltaGas creates value by acquiring, growing and optimizing its energy infrastructure, with a focus on clean energy sources.
Including WGL, the new company will have its operations and assets in the United States and Canada. These efforts will not only allow WGL to maintain its significant presence in the Washington, D.C., metropolitan area, but will also incorporate AltaGas into the community.
Following the closing of the transaction, WGL’s natural gas utility will continue to be regulated by commissions in the District of Columbia, Maryland and Virginia, and operate under the Washington Gas brand. WGL’s experienced workforce will continue delivering high quality service to its customers at reasonable rates.
Under the terms of the Transaction, WGL shareholders will receive $88.25 in cash per WGL share, which represents a premium of 27.9 percent to WGL’s closing share price on Nov. 28, 2016, the day prior to news reports of a potential acquisition of WGL by a third party.
The transaction is expected to close in the second quarter of 2018. Consummation of the transaction is subject to certain closing conditions, including WGL common shareholder approval, and approvals required from the Public Service Commission of the District of Columbia, the Maryland Public Service Commission and the Virginia State Corporation Commission. WGL and AltaGas also plan to submit the transaction for review by the Committee on Foreign Investment in the United States. The agreement will also be subject to Federal Regulatory Energy Commission approval, and expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.