Chevron Corporation (NYSE: CVX) announced that Jon M. Huntsman Jr. has been elected to Chevron’s board of directors, effective Jan. 15, 2014, and will serve on the company’s Board Nominating and Governance Committee and Public Policy Committee.
Huntsman, 53, was a candidate for the Republican nomination for president of the United States in 2011. He served as U.S. ambassador to China from 2009 to 2011 and governor of Utah from 2005 to 2009. Prior to his election as governor, Huntsman filled several government appointments, including U.S. ambassador to Singapore, deputy U.S. trade representative and deputy assistant secretary of commerce for Asia.
Huntsman was affiliated with the Huntsman Corporation, which he first joined in 1983, serving in various capacities, most recently as vice chairman until his resignation in 2005. Huntsman is a director on the boards of Caterpillar Inc., Ford Motor Company and the Huntsman Corporation.
Huntsman holds a bachelor’s degree in international politics from the University of Pennsylvania.
Transcept Pharmaceuticals, Inc. (Nasdq: TSPT) announced that ISS Proxy Advisory Services ("ISS"), a leading independent proxy voting and corporate governance advisory firm, has recommended that stockholders vote "AGAINST" all proposals introduced by a group of stockholders consisting of Roumell Asset Management, Retrophin, Inc. and SC Fundamental (the "stockholder group"). In its recommendation, ISS noted that the stockholder group had not presented any arguments in support of its proposals. ISS further noted that the stockholder group had not filed definitive proxy materials, an investor letter or presentation with the SEC to articulate the case in support of its proposals.
As previously announced, Transcept intends to hold a special meeting of stockholders (the "special meeting") on December 19, 2013, at 8:00 a.m., local time, at the offices of Latham & Watkins LLP located at 140 Scott Drive, Menlo Park, California 94025, to vote on two proposals from the stockholder group.
- To request that the Board of Directors (the "Board") take all actions necessary to eliminate the Tax Benefit Preservation Plan, dated as of September 13, 2013, by and between Transcept and American Stock Transfer & Trust Company, LLC.The Board unanimously recommends a vote "AGAINST" this proposal.ISS has also recommended a vote "AGAINST" this proposal.
- To remove, without cause, as directors of Transcept each of Christopher B. Ehrlich, Glenn A. Oclassen, Jake R. Nunn, G. Kirk Raab and each person, if any, nominated, appointed or elected by the Board after October 2, 2013 and prior to the special meeting to become a member of the Board at any future time or upon any event.The Board unanimously recommends a vote "AGAINST" this proposal.ISS has also recommended a vote "AGAINST" this proposal.
"Consistent with the ISS recommendation, we urge stockholders to vote "AGAINST" both of the proposals put forth in the upcoming special meeting of stockholders," stated Glenn A. Oclassen, President and Chief Executive Officer. "The Transcept Board and management team have clearly articulated a strategy that we believe will maximize the return for our stockholders. Key elements of this plan include a reduction of our monthly burn rate, and working with Leerink Swann, our financial and strategic advisor, as we actively seek a merger partner. We intend to continue this effort into the first quarter of 2014, while remaining open to all opportunities to enhance stockholder value. We are evaluating a range of alternatives, some of which may result in a transaction with a partial distribution of cash to stockholders concurrent with the transaction. If we cannot identify a transaction that we reasonably believe will enhance stockholder value by the end of the first quarter 2014, we intend to proceed with a liquidation of the Company."
Fortis Inc. announced today that it has entered into an agreement and plan of merger to acquire UNS Energy Corporation ("UNS Energy") (NYSE: UNS) for US$60.25 per common share in cash, representing an aggregate purchase price of approximately US$4.3 billion, including the assumption of approximately US$1.8 billion of debt on closing (the "Acquisition"). The closing of the Acquisition, which is expected to occur by the end of 2014, is subject to receipt of UNS Energy common shareholder approval and certain regulatory and government approvals, including approval by the Arizona Corporation Commission ("ACC"), Federal Energy Regulatory Commission and compliance with any applicable requirements under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the satisfaction of customary closing conditions.
UNS Energy is a vertically integrated utility services holding company, headquartered in Tucson, Arizona, engaged through three subsidiaries in the regulated electric generation and energy delivery business, primarily in the State of Arizona. UNS Energy's fiscal 2012 operating revenues totalled approximately US$1.5 billion and, as at September 30, 2013, UNS Energy had total assets of approximately US$4.3 billion. UNS Energy serves approximately 654,000 electricity and gas customers.
Following the Acquisition, based on pro forma financial information as at September 30, 2013, total assets of Fortis will increase by approximately 33.5% to approximately $23.5 billion and regulated utility assets will comprise approximately 92% of total assets. Regulated assets in Canada and the United States will comprise approximately 55% and 34%, respectively, of total assets. The Corporation's consolidated rate base is expected to increase by approximately US$3 billion at the time of closing of the Acquisition. Following the Acquisition, Fortis utilities will serve more than 3,000,000 electricity and gas customers.
"These are significant regulated utility assets located in the U.S. South West, a region experiencing above-average economic growth," says Stan Marshall, President and Chief Executive Officer, Fortis Inc. "The Acquisition of UNS Energy is consistent with our strategy of investing in high-quality regulated Canadian and U.S. utility assets and is expected to be accretive to earnings per common share in the first full year after closing, excluding one-time Acquisition-related costs. The Acquisition further mitigates business risk for Fortis by enhancing the geographic diversification of our businesses, resulting in no more than one-third of total assets being located in any one regulatory jurisdiction."
"The Corporation's pre-Acquisition six-year utility capital spending program through 2018 is expected to be $7.5 billion. Capital investment over that period is expected to allow utility rate base and hydroelectric generation investment to grow at a combined compound annual growth rate of approximately 7%," says Marshall.
The business operated by UNS Energy is attractive to Fortis for the following reasons:
(i) The Acquisition is expected to be accretive to earnings per common
share of Fortis in the first full year, excluding one-time
(ii) UNS Energy operates a well-run electric and gas system, serving a
diversified, primarily residential and commercial, customer base.
Over the past 10 years, UNS Energy has increased net income by a
compound annual growth rate ("CAGR") of 7.7% and total assets by a
CAGR of 3.1%.
(iii) The Acquisition increases the diversification of the Corporation's
regulated assets and earnings by geographic location and regulatory
(iv) UNS Energy is a single-state utility that operates within a
supportive regulatory environment. The regulated utility rates for
retail electric and natural gas service are determined by the ACC on
a cost-of-service basis, with rate-design structures that pass
through costs related to fuel, purchased power, environmental
compliance, renewable resources, energy efficiency and distributed
(v) Favourable local economic conditions support growth. According to the
University of Arizona Economic and Business Research Centre, by 2018
growth in jobs, retail sales and personal income is expected to reach
2.9%, 5.1% and 6.0% respectively.
(vi) UNS Energy's continued investment in its electric and gas businesses
to provide safe, reliable and cost-effective energy service to its
customers is expected to result in attractive rate base growth. UNS
Energy has forecasted that capital investment will total
approximately US$2.3 billion over the period 2013 through 2018. As a
result of capital expenditures related to UNS Energy's generation
diversification, UNS Energy's rate base is expected to grow at a CAGR
of approximately 7% through 2018.
(vii) UNS Energy expects to invest significant capital into diversifying
its generation fleet, including the purchase of the natural gas-fired
combined-cycle Gila River Unit 3 generation plant and utility scale
renewables generation. Renewables investments will diversify UNS
Energy's generation resources, as well as comply with regulation
regarding the mitigation of environmental impact.
(viii) UNS Energy has an experienced management team committed to providing
customers with safe, reliable, cost-effective energy service.
Management has also demonstrated strong regulatory expertise,
completing each of the past three rate cases in approximately one
year on average.
"UNS Energy's regulated utility operations in Arizona are similar in many respects to our regulated utility operations in New York State and across Canada," Marshall explains. "UNS Energy will be able to avail itself of the operational, regulatory and financial expertise throughout Fortis."
The Corporation's financial strength will improve UNS Energy's access to capital to fund the ongoing diversification of its generating fleet. Upon closing, Fortis will inject US$200 million into UNS Energy to help fund the planned purchases of Unit 3 at the natural gas-fired combined cycle Gila River Power Plant and a portion of Unit 1 at the Springerville Generating Station, transactions that will reduce the reliance on coal-fired power by Tucson Electric Power ("TEP").
"UNS Energy will remain a standalone utility in the Fortis model. Its headquarters and management team will remain in Tucson, Arizona and its customers will not pay for any costs related to the transaction," says Marshall. "UNS Energy employees share the same commitment to serving their customers and communities as employees throughout our federation of utilities and we look forward to welcoming them to Fortis."
The Fortis approach to utility management is based on creating value for customers that ultimately translates into long-term value for shareholders. Fortis structures its operations as separate operating companies in each jurisdiction. Focused local management teams have the benefit of access to utility management experience and expertise of Fortis. The senior management team of UNS Energy, which Fortis expects to retain, will add valuable operational expertise in electric generation, transmission and distribution and natural gas distribution to the existing expertise of Fortis in such areas. This approach allows local managers to continue to build relationships with, and be responsive to, both their customers and regulators while availing of the resources of a large utility group. Fortis recognizes that regulation is a key aspect of its core business and has developed a disciplined, cost-conscious asset investment and operating philosophy which is responsive to regulation.
The management of Fortis has substantial experience in integrating newly acquired enterprises into the Fortis Group. Over the past 10 years, Fortis has completed three major regulated utility acquisitions: the US$1.5 billion acquisition of CH Energy Group, Inc. was announced in February 2012 and closed in June 2013; the $3.7 billion acquisition of FortisBC Energy (formerly, Terasen Inc.) was announced in February 2007 and closed in May 2007; and the $1.5 billion acquisition of FortisBC Electric and FortisAlberta (formerly, together, Aquila Networks Canada (Alberta) Ltd.) was announced in September 2003 and closed in May 2004. Over the last decade, the total assets of Fortis have grown at a CAGR of approximately 23%.
Crumbs Bake Shop, Inc. (Nasdaq: CRMB) announced that Julian R. Geiger, its President and CEO, has informed the Company of his decision not to extend his current employment agreement, which terminates on December 31, 2013. Mr. Geiger will continue to serve as a member of the Company's Board of Directors. The Company also announced that the Board of Directors has appointed Edward M. Slezak as interim Chief Executive Officer. Mr. Slezak is currently the Company's Senior Vice President, General Counsel and Secretary, and will retain his duties as General Counsel and Secretary in addition to assuming the interim Chief Executive Officer role.
Mr. Geiger said, "I have worked closely with Ed for almost ten years, and I have great confidence that he has the leadership skills and business acumen to direct Crumbs as it navigates its way into the future."
Mr. Slezak, age 45, joined the Company in August 2013. Prior to assuming the role of chief legal officer of Crumbs, Mr. Slezak served as Senior Vice President, General Counsel and Secretary of Aeropostale, Inc., a mall-based specialty retailer, where he was responsible for all aspects of that company's legal and compliance functions, including public company securities matters and compliance, general corporate representation, intellectual property protection, litigation management and international licensing, as well as product and social compliance. Mr. Slezak joined Aeropostale, Inc. and established its in-house legal department, serving first as Vice President from November, 2004 to March, 2005, then as Group Vice President from March 2005 to April 2006, when he was named Senior Vice President. Prior to his arrival at Aeropostale, Mr. Slezak had served as Vice President, General Counsel and Secretary of Acclaim Entertainment, Inc., a video game developer and publisher, where he also founded that company's in-house legal department. Prior to his move in-house, Mr. Slezak was a Senior Associate in the corporate department at the law firm of Cadwalader, Wickersham & Taft, LLP, concentrating in mergers and acquisitions.
Berkshire's (NYSE: BRK-B) (NYSE: BRK-A) BNSF Railway today announced that President and Chief Operating Officer Carl Ice will become President and Chief Executive Officer on Jan. 1, 2014. Matthew K. Rose, Chairman and Chief Executive Officer, will assume the role of Executive Chairman.
Ice has been with BNSF for 34 years, most recently serving as President since November 2010. In 1995, he led a team that orchestrated the merger and subsequent integration of Burlington Northern Railroad and Santa Fe Railway. Since then, he has helped lead the company and culture into what it is today. Ice has been integral to the development of the company’s operating and marketing plans.
Over the next decade, Rose will continue to work with BNSF’s leadership on the activities supporting BNSF’s strategic positioning for growth and investment, including long-term organizational planning, market positioning and public policy.
Berkshire Hathaway Chairman, President & CEO Warren Buffett said, “BNSF’s
performance has far exceeded the high expectations I had at the time of
Berkshire’s purchase. The combination of Matt’s and Carl’s talents is the
perfect arrangement for the future. I consider Berkshire very fortunate to
have these men at BNSF’s helm.”
BNSF Railway is one of North America’s leading freight transportation
companies operating on 32,500 route miles of track in 28 states and two
Canadian provinces. BNSF is one of the top transporters of consumer goods,
grain and agricultural products, low-sulfur coal, and industrial goods such as
petroleum, chemicals, housing materials, food and beverages. BNSF’s shipments
help feed, clothe, supply, and power American homes and businesses every day.
BNSF and its employees have developed one of the most technologically
advanced, and efficient railroads in the industry. We work continuously to
improve the value of the safety, service, energy, and environmental benefits
we provide to our customers and the communities we serve. You can learn more
about BNSF at www.BNSF.com.
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