All required federal reviews of the proposed merger of AltaGas Ltd. and WGL Holdings, Inc. have been completed and clear the way for the companies to combine operations, pending the outcomes of regulatory proceedings in Maryland, Virginia and the District of Columbia.
The Committee on Foreign Investment in the United States (CFIUS) was the final of three federal reviews needed by the companies. After reviewing the details of the merger, CFIUS staff determined that “there are no unresolved national security concerns with respect to the above transaction.”
On July 6, 2017 AltaGas and WGL received approval from the Federal Energy Regulatory Commission (FERC), an independent agency that regulates the interstate transmission of natural gas, electricity and oil.
The third necessary federal approval occurred July 17, 2017, when the merger was deemed approved by the Federal Trade Commission and the Department of Justice upon the expiration of the waiting period required by Section 7A(b)(1) of the Clayton Act, 15 U.S.C. Section 18a(b)(1) (Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended).
Regulatory reviews continue in Maryland, Virginia and the District of Columbia
While the federal reviews are complete, AltaGas and WGL continue to work constructively with the regulatory commissions in Maryland, Virginia and the District of Columbia. Schedules have been agreed to in all three jurisdictions with final decisions expected on the merger in October in Virginia, December in Maryland, and the end of April in the District of Columbia. In Virginia, Virginia State Cooperation Commission (VSCC) staff recommended on August 4, 2017, that the VSCC approve the merger, subject to several accounting, finance and safety-related VSCC requirements.
In Maryland, the Public Service Commission has issued an order scheduling two evening hearings to receive public comment on the proposed merger. The hearings are set for September 26 in Prince George’s County and September 28 in Montgomery County. Seven intervenors in the case in Maryland have submitted their testimonies to the Public Service Commission. AltaGas and WGL are reviewing the testimonies and will file a full response to all parties on September 11, 2017, in accordance with the Maryland Public Service Commission procedures.
Community hearings in the District of Columbia are expected to be scheduled in November.
Background on the Merger
The proposed plan for AltaGas and WGL to combine operations was announced in January 2017 with an expected close date in the second quarter of 2018. The transaction is subject to closing conditions, such as approvals of the Public Service Commission of the District of Columbia, the Maryland Public Service Commission and the Virginia State Corporation Commission, based on filings submitted on April 24, 2017, to each commission.
WGL shareholders voted to approve the proposed merger in May, and the Boards of Directors of WGL and AltaGas have unanimously approved the transaction.
Under the terms of the transaction, following the consummation of the merger, WGL shareholders will receive US $88.25 in cash per WGL share, representing a premium of 27.9 percent to WGL's closing share price on November 28, 2016, the day prior to news reports of a potential acquisition of WGL by a third party.
The combined company stands to deliver more clean energy choices, more investments in the community, and a commitment to good, secure jobs, as well as affordable prices and best-in-class service.