North American Oil & Gas Pipelines

FEB 2017

North American Oil & Gas Pipelines covers the news shaping the business of oil and gas pipeline construction and maintenance in North America, including pipeline installation methods, integrity management innovations and managerial strategies.

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Page 10 of 43 FEBRUARY 2017 | North American Oil & Gas Pipelines 11 The boards of directors for WGL Hold- ings Inc. and AltaGas Ltd. have unani- mously approved a definitive agreement and plan of merger for WGL to be ac- quired by AltaGas in an all-cash transac- tion for approximately $6.4 billion. "This is a significant and positive event for WGL, and our customers, em- ployees, communities and sharehold- ers," 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 ex- actly 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 op- portunities 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 busi- ness. 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 Alta- Gas," said the company's president and CEO David Harris. "This acquisition provides us with a robust, complemen- tary set of business segments that great- ly increase our scale and diversity. Our first priority in making this successful is to continue serving WGL's custom- ers 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 com- pany with a focus on natural gas, power and regulated utilities. The company creates value by acquiring, growing and optimizing its energy infrastructure, with a focus on clean energy sources. 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 clos- ing share price on Nov. 28, 2016, the day prior to news reports of a potential ac- quisition of WGL by a third party. The transaction is expected to close in the second quarter of 2018. Consum- mation 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 Cor- poration Commission. WGL and Alta- Gas 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 Fed- eral Regulatory Energy Commission ap- proval, and expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improve- ments Act of 1976. AltaGas to Acquire WGL Holdings in $6.4 Billion Transaction

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