Participants in the Solicitation of Proxies
ITC, Fortis and certain of their respective directors and executive officers and certain other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information about the directors and executive officers of ITC may be found in its 2015 Annual Report on Form 10-K filed with the SEC, its proxy statement on Schedule 14A relating to its 2016 Annual Meeting of Shareholders and the proxy statement/prospectus, in each case as filed with the SEC. Information about Fortis' directors and executive officers may be found in its Management Information Circular available on its website at www.fortisinc.com. Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with the proposed merger are contained in the proxy statement/prospectus that ITC filed with the SEC on May 16, 2016.
Forward Looking Statements
This news release contains forward-looking statements within the meaning of applicable securities laws including the Private Securities Litigation Reform Act of 1995. Forward-looking statements included in this media release reflect Fortis' and ITC's management's expectations regarding future growth, results of operations, performance, business prospects and opportunities and the outlook for ITC's business and the electronic transmission industry based on information currently available. Wherever possible, words such as "will", "anticipates", "believes", "expects", "intends", "assumes", "estimates", "projects", "expects", "plans", "seeks", "may", "could", "would", "can", "continue" and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking statements, which include, without limitation, those statements related to the proposed merger, the combined company's future business prospects and performance, growth potential, financial strength, market profile, revenues, proceeds, working capital, capital expenditures, investment valuations, liquidity, income, and margins, the satisfaction of the conditions precedent to the closing of the proposed merger, the expectation that Fortis will borrow funds to satisfy its obligation to pay the cash portion of the purchase price and will issue securities to pay the balance of the purchase price, the potential that termination fees may be payable if the potential merger is not completed, the future issuances of securities to repay or reduce the potential merger bridge financing facilities, the percentage of Fortis common shares to be held by ITC shareholders following the proposed merger, the intention of ITC to seek shareholder approval in relation to the proposed merger, the expectation that the proposed merger will be accretive in the first full year following closing and thereafter, that the proposed merger will support the annual dividend growth target of Fortis, the availability of future investment opportunities in the electrical transmission industry in the United States, the United States federal regulatory environment and expectations in respect of the continued support for investment in the transmission industry by FERC, the expectation that Fortis will maintain an investment-grade credit rating and will become an SEC registrant and have its common shares listed on the NYSE in connection with the proposed merger, the expectation that ITC will continue to operate as an stand-alone company following the proposed merger, will retain its current employees and will continue to be based in Novi, Michigan, the timing of closing of the proposed merger, the amount of indebtedness of ITC Holdings expected to have been incurred as of closing, and the impact of the CPP on the electrical transmission industry in the United States. These statements reflect management's current beliefs and are based on information currently available to Fortis' and ITC's management.
Forward-looking statements involve significant risk, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking statements. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time-to-time in the forward-looking statements. Such risk factors or assumptions include, but are not limited to, risks relating to regulation and energy prices, the ability to obtain shareholder and regulatory approvals in connection with the proposed merger and the timing and terms thereof, state and federal regulatory legislative decisions and actions, interloper risk, risks relating to uncertainty relating to the completion of the proposed merger and the timing thereof, the risk that conditions to the proposed merger may not be satisfied, risks relating to the focus of management time and attention on the proposed merger and other disruption from the proposed merger making it more difficult to maintain business and operational relationships, the possibility that the expected synergies and value creation from the proposed merger will not be realized, or will not be realized within the expected time period, the risk that ITC will not be integrated successfully, risks relating to the potential decline in the Fortis share price negatively impacting the value of the consideration offered to ITC shareholders, risks relating to the constraints that the minority investment may impose on Fortis' ability to operate the ITC business in accordance with its business plan following closing, risks relating to the ability of Fortis to access capital markets on favourable terms or at all, the cost of debt and equity capital, risks relating to the ability of Fortis to satisfy the conditions precedent in the bridge financing facilities in order to access funds to complete the proposed merger, general economic, market and political conditions, changes in regional economic and market conditions which could affect customer growth and energy usage, weather variations affecting energy use, the performance of the stock market and changing interest rate environment, which affect the value of pension and other retiree benefit plan assets and the related contribution requirements and expense, risks relating to derivatives and hedging, currency exchange rates, interest rates, capital resources, loss of service area, licences and permits, environmental risks, insurance risks, labour relations, risks relating to human resources, liquidity risks, resolution of pending litigation matters, changes in accounting standards, changes in critical accounting estimates, the ongoing restructuring of the electric industry, changes to long-term contracts, the cost of fuel and power supplies, cyber-attacks or challenges to our information security, and certain presently unknown or unforeseen factors, including, but not limited to, acts of terrorism. Fortis and ITC caution readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. For additional information with respect to certain of these risks or factors, reference should be made to the continuous disclosure materials filed from time to time by Fortis with Canadian securities regulatory authorities and to ITC's filings with the SEC, including the proxy statement/prospectus filed by ITC in connection with the proposed merger. Fortis and ITC disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.