|
News Release March 13, 2002 |
DUKE ENERGY AND WESTCOAST ENERGY ANNOUNCE PROPOSED EFFECTIVE DATE, EXCHANGE RATIO AND EFFECT OF PRORATION PROVISIONS ON ELECTIONS BY WESTCOAST ENERGY COMMON SHAREHOLDERS
Duke Energy also announced the effect that the proration provisions will have on the results of elections made by holders of Westcoast common shares as to the form of consideration they wish to receive in the transaction. Based on 129,395,990 Westcoast common shares outstanding (including Westcoast options conditionally exercised) on Because valid elections for cash were received with respect to more than 50 percent of the outstanding Westcoast common shares, all holders of Westcoast common shares who elected to exchange some or all of their Westcoast common shares for cash will be subject to the proration provisions of the transaction that provide that approximately 50 percent of the aggregate consideration in the transaction will be paid in cash and approximately 50 percent of the aggregate consideration will be paid in stock. As a result, approximately 99 percent of each holder’s Westcoast common shares for which cash was validly elected will be exchanged for cash and the remaining approximately 1 percent will be exchanged for either Duke Energy common shares or exchangeable shares. All of each holder’s Westcoast common shares for which stock was validly elected will be exchanged for either Duke Energy common shares or exchangeable shares. All holders of Westcoast Energy common shares who failed to submit a valid election will receive Duke Energy common shares or exchangeable shares. Because the application of the proration provisions depends upon the number of Westcoast common shares actually outstanding as of the effective date of the transaction, these proration results are subject to change. As a result of the anticipated closing of the acquisition on March 14, 2002, it is expected that Westcoast common shares will cease trading on The Toronto Stock Exchange and The New York Stock Exchange at the close of trading on March 13, 2002, and the exchangeable shares will begin regular trading on The Toronto Stock Exchange on March 14, 2002, under the symbol “DX.” Westcoast Energy Inc. (TSE: W; NYSE: WE) headquartered in Duke Energy, a diversified multinational energy company, creates value for customers and shareholders through an integrated network of energy assets and expertise. Duke Energy manages a dynamic portfolio of natural gas and electric supply, delivery and trading businesses -- generating revenues of more than $59 billion in 2001. Duke Energy, headquartered in This document includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include those concerning the contemplated transaction, strategic plans, expectations and objectives. Although Duke Energy believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals and expectations will be achieved. Important factors that could cause actual results to differ materially from those in the forward-looking statements herein include completion of the proposed transaction, integration of the two companies, future regulatory approvals and developments, realization of expected synergies from the transaction, changes in competition, the timing and extent of changes in commodity prices for oil, gas, coal, electricity and interest rates, the extent of success in connecting natural gas supplies to gathering and processing systems and in connecting and expanding gas and electric markets, the performance of electric generation, pipeline and gas processing facilities, the timing and success of efforts to develop domestic and international power, pipeline, gathering, processing and other infrastructure projects and conditions of the capital markets and equity markets during the periods covered by the forward-looking statements.
| Contact: | Danny Gibbs, Duke Energy | |
| Phone: | 713/627-4060 | |
| 24 Hour Phone: | 704/382-8333 | |
| Email: | dpgibbs@duke-energy.com | |
| Contact: | Sue Becht, Duke Energy Investor Relations | |
| Phone: | 704/382-8695 | |
| 24 Hour Phone: | n/a | |
| Email: | sbecht@duke-energy.com | |
| Contact: | Bob Foulkes, Westcoast Energy | |
| Phone: | 604/488-8093 | |
| 24 Hour Phone: | n/a | |
| Email: | bfoulkes@wei.org | |
| Contact: | Tom Merinsky, Westcoast energy Investor Relations | |
| Phone: | 604/488-8021 | |
| 24 Hour Phone: | n/a | |
| Email: | n/a |