| Item 7.01 | Regulation FD Disclosure. |
On March 7, 2024, Avangrid, Inc. (the “Corporation”) issued a news release announcing the receipt of a non-binding proposal from Iberdrola, S.A. to acquire all of the issued and outstanding shares of common stock of the Corporation not owned by Iberdrola, S.A. or its affiliates, a copy of which is attached as Exhibit 99.1.
On March 6, 2024, the Unaffiliated Committee (the “Committee”) of the Board of Directors (the “Board”) of the Corporation received a non-binding proposal from Iberdrola, S.A. to acquire all of the issued and outstanding shares of common stock of the Corporation not owned by Iberdrola, S.A. or its affiliates for $34.25 in cash per share. Iberdrola, S.A. owns approximately 81.6% of the Corporation’s issued and outstanding shares of common stock.
On March 6, 2024, the Board met and determined that the Committee will review, evaluate, negotiate, and approve or disapprove the proposal, advised by independent legal and financial advisers, as well as any other alternative proposals or other strategic alternatives that may be available to the Corporation. The consummation of the proposed transaction is conditioned upon the approval of the proposed transaction by the Committee and by the shareholders of the Corporation that hold in the aggregate a majority of the outstanding shares of common stock that are not held by Iberdrola, S.A. and its affiliates.
No decision has yet been made with respect to the Corporation’s response to the proposal or any alternatives thereto. The Board cautions that it has only received a proposal, which does not constitute an offer or proposal capable of acceptance and may be withdrawn at any time and in any manner. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that the transaction proposed in the proposal or any other transaction will be approved or completed.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
Forward-looking Statements
Certain statements in this report may relate to our future business and financial performance and future events or developments involving us and our subsidiaries that are not purely historical and may constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of forward-looking terms such as “may,” “will,” “should,” “would,” “could,” “can,” “expect(s),” “believe(s),” “anticipate(s),” “intend(s),” “plan(s),” “estimate(s),” “project(s),” “assume(s),” “guide(s),” “target(s),” “forecast(s),” “are (is) confident that” and “seek(s)” or the negative of such terms or other variations on such terms or comparable terminology. These forward-looking statements generally include statements regarding the potential transaction between Avangrid and Iberdrola, including any statements regarding the expected timetable for completing the potential transaction, the ability to complete the potential transaction, the expected benefits of the potential transaction, projected financial information, future opportunities, and any other statements regarding the Corporation’s future expectations, beliefs, plans, objectives, results of operations, financial condition and cash flows, or future events or performance. Readers are cautioned that all forward-looking statements are based upon current reasonable beliefs, expectations and assumptions. The Corporation’s business, financial condition, cash flow, and operating results are influenced by many factors, which are often beyond its control, that can cause actual results to differ from those expressed or implied by the forward-looking statements. For a discussion of risk factors and other important factors affecting forward-looking statements, please see the Corporation’s Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q filings and the information filed on the Corporation’s Forms 8-K with the Securities and Exchange Commission (the “SEC”) as well as its subsequent SEC filings, and the risks and uncertainties related to the proposed transaction with Iberdrola, including, but not limited to: the expected timing
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