Exhibit 99.1
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| NorthWestern Corporation |
| d/b/a NorthWestern Energy | |
| 125 S. Dakota Ave. | |
| Sioux Falls, SD 57104 | |
| www.northwesternenergy.com | |
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News Release |
| NASDAQ: NWEC |
FOR IMMEDIATE RELEASE
Media Relations Contact: |
| Investor Relations Contact: |
Bobbi Schroeppel |
| Dan Rausch |
(605) 978-2854 |
| (605) 978-2902 |
bobbi.schroeppel@northwestern.com |
| daniel.rausch@northwestern.com |
NORTHWESTERN CORPORATION BOARD TO REVIEW PROPOSAL
SIOUX FALLS, S.D. – Nov. 23, 2005 – NorthWestern Corporation d/b/a NorthWestern Energy (NASDAQ: NWEC) today announced that it received a request from Black Hills Corporation to commence negotiations of a strategic merger between the two companies. Black Hills’ request contemplates that NorthWestern’s stockholders would receive between $33.00 and $35.00 per share in common stock of the combined company. Black Hills has indicated that the exact amount would be determined after mutual due diligence in conjunction with the requested negotiations.
The Company’s Board of Directors, consistent with its fiduciary duties and in consultation with its financial advisor and legal counsel, will meet to review and evaluate the Black Hills proposal and other potential strategic alternatives.
About NorthWestern Energy
NorthWestern Energy is one of the largest providers of electricity and natural gas in the Upper Midwest and Northwest, serving more than 617,000 customers in Montana, South Dakota and Nebraska. More information on NorthWestern Energy is available on the Company’s Web site at www.northwesternenergy.com.
SPECIAL NOTE REGARDING FORWARD—LOOKING STATEMENTS
This press release contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements often address our expected future business and financial performance, and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” or “will.” These statements are based upon our current expectations and speak only as of the date hereof. Our actual future business and financial performance may differ materially and adversely from those expressed in any forward-looking statements as a result of various factors and uncertainties, including, but not limited to
• our ability to maintain normal terms with vendors and service providers;
• our ability to fund and execute our business plan;
• our ability to avoid or mitigate adverse rulings or judgments against us in our pending litigation arising from our bankruptcy proceeding, litigation related to our acquisition of the electric and natural gas transmission and distribution business formerly held by The Montana Power Company, and the formal investigation being conducted by the Securities and Exchange Commission (SEC);
• unscheduled generation outages, maintenance or repairs which may reduce revenues and increase cost of sales or may require additional capital expenditures or other increased operating costs;
• unanticipated changes in availability of trade credit, usage, commodity prices, fuel supply costs or availability due to higher demand, shortages, weather conditions, transportation problems or other developments, may reduce revenues or may increase operating costs, each of which would adversely affect our liquidity;
• adverse changes in general economic and competitive conditions in our service territories; and
• potential additional adverse federal, state, or local legislation or regulation or adverse determinations by regulators could have a material adverse affect on our liquidity, results of operations and financial condition;
Our Annual Report on Form 10-K, recent and forthcoming Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K and other SEC filings discuss some of the important risk factors that may affect our business, results of operations and financial condition. We undertake no obligation to revise or publicly update any forward-looking statements for any reason.
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