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ENRON AND PORTLAND GENERAL SHAREHOLDERS TO VOTE ON PROPOSED MERGER; COLLAR EXPIRES AT TIME OF SHAREHOLDER VOTE
FOR IMMEDIATE RELEASE: Friday, October 11, 1996
HOUSTON -- The Boards of Directors of Enron Corp. (NYSE - ENE) and Portland General Corporation (NYSE - PGN) announced today that their special meetings of shareholders will be held on November 12, 1996 to approve the proposed merger between the companies. The record date for both meetings is September 23. Proxy materials with respect to the special meetings are being mailed to shareholders on October 11.
The companies' respective rights to terminate the merger agreement under the "collar" provisions of the merger agreement will expire after the shareholders meetings. The collar provisions give Enron the right to terminate the merger agreement if its average common stock closing price is more than $47.25 for the 20 trading days ending five trading days prior to the special meetings. Similarly, Portland General has the right to terminate the merger agreement if Enron's average common stock price is less than $36.25 during the same period.
As previously announced on July 22, 1996, the Enron/Portland General merger will be a tax-free, stock-for-stock transaction. Following shareholder approval, completion of the merger will remain subject to satisfaction of regulatory approvals and other customary closing conditions, including Hart-Scott-Rodino clearance and approval by the Federal Energy Regulatory Commission and the Oregon Public Utility Commission.
Enron Corp., one of the world's largest integrated natural gas and electricity companies with approximately $15 billion in assets, operates the largest natural gas transmission system in the Western Hemisphere and the second largest system in the world; is the largest purchaser and marketer of natural gas and the largest non-regulated marketer of electricity in North America; produces and markets natural gas liquids worldwide; owns 59 percent of Enron Oil & Gas Company, one of the largest independent (non-integrated) exploration and production companies in the United States; owns 59 percent of Enron Global Power & Pipelines L.L.C., which is owner and manager of operating power plants and natural gas pipelines around the world; and is one of the largest independent developers and producers of electricity in the world. Enron Corp. is traded under the ticker symbol, "ENE."
For additional information please contact:
Diane Bazelides
(713) 853-6285
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