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ENRON CORP. & PORTLAND GENERAL CORPORATION BOARDS APPROVE REVISED MERGER AGREEMENT, INCLUDING $141 MILLION
OF MERGER-RELATED BENEFITS TO CUSTOMERS
FOR IMMEDIATE RELEASE: Monday, April 14, 1997
HOUSTON -- Enron Corp. and Portland General Corporation (PGC) announced today that their boards of directors have approved a revised merger agreement, including $141 million of merger-related benefits to customers.
The revised merger agreement provides for a new share exchange ratio. The previous 1.0 to 1.0 ratio has been adjusted to a ratio of 0.9825 shares of Enron common stock for every 1.0 share of PGC common stock.
The amended merger agreement requires PGC shareholder approval. Supplemental proxy materials will be filed with the Securities & Exchange Commission (SEC) shortly and subject to SEC review, a shareholder vote currently is scheduled to take place at PGC's annual shareholder meeting on June 24.
"After careful consideration of various alternatives, the PGC Board of Directors has determined that this course of action represents the best alternative available to the PGC shareholders," said Ken Harrison, PGC's chairman and CEO. "As a result of this amendment, we are able to protect most of the value from the original transaction for our shareholders and also greatly enhance the likelihood of a speedy and successful resolution by the Oregon Public Utility Commission (OPUC). We continue to believe that this merger represents the best transaction for our shareholders, customers, employees and communities."
Enron and PGC intend to submit a proposal for merger approval that includes a commitment that Portland General Electric's (PGE) customers will received guaranteed merger-related benefits of $141 million.
"We believe that our proposal will address the issues identified by the OPUC, its staff and intervenors related to merger benefits," said Kenneth L. Lay, chairman and CEO of Enron. "It also provides compensation and benefits for customers at a level equal to that requested by staff in their recent public statements. Based on the benefits the merger will bring to Oregon customers, shareholders and employees from both companies, we look forward to the Commission's decision and are hopeful that we will receive a final order in the near future."
On Friday, April 11, the OPUC staff recommended that the merger not be approved unless there are $141 million in customer benefits. The Enron and PGC proposal will respond to the staff's final report on terms that Enron and PGC believe will address all of staff's concerns. The next formal step scheduled in the OPUC merger proceeding is written comments on the OPUC staff report, due April 29. Oral argument before the Commission is scheduled on May 6. The Commission's final decision is currently scheduled for June 4. The two companies have received all other regulatory approvals required for the merger.
Enron Corp., one of the world's largest integrated natural gas and electricity companies with approximately $16 billion in assets, operates one of the largest natural gas transmission systems in the world; is the largest purchaser and marketer of natural gas and the largest non-regulated marketer of electricity in North America; markets natural gas liquids worldwide; manages the largest portfolio of fixed-price natural gas risk management contracts in the world; is among the leading entities arranging new capital to the energy industry; owns a majority interest in Enron Oil & Gas Company, one of the largest independent (non-integrated) exploration and production companies in the United States; owns a majority interest in Enron Global Power & Pipelines L.L.C., which is owner and manager of operating power plants and natural gas pipelines around the world; is one of the largest independent developers and producers of electricity in the world; and is a major supplier of solar and wind renewable energy worldwide. Enron is traded under the ticker symbol, "ENE."
For additional information please contact:
Carol Hensley - Enron
713-853-6498
Rochelle Lessner - PGC
503-464-8931
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