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Press Release

ENRON AND PORTLAND GENERAL TO CLOSE MERGER EFFECTIVE JULY 1

FOR IMMEDIATE RELEASE: Thursday, June 26, 1997

HOUSTON and PORTLAND -- Enron Corp. and Portland General Corporation announced today that they will close their merger transaction effective on July 1, 1997, subject to the satisfaction and confirmation of certain conditions to closing set forth in their merger agreement.

The $3.0 billion merger will result in a combined enterprise with a market value of approximately $12.0 billion as of June 25, 1997 close. Enron will issue 50.5 million new common shares to shareholders of Portland General, consolidate Portland General's debt of $1.1 billion and account for the transaction on a purchase accounting basis.

"We are extremely pleased to complete this merger in less than one year from the day of our original announcement," said Kenneth L. Lay, chairman and chief executive officer, Enron. "We see enormous opportunities for growth as we pursue our vision of creating the leading energy company of the future in the North American energy markets. The complementary skill sets and industry expertise of the two companies will allow us to serve the energy needs of both new and existing customers with an expanding portfolio of creative products and capabilities.

"All of our employees have worked very hard to make this merger a reality," Lay said. "With states around the country opening up to retail competition as early as January 1, 1998, we look forward to utilizing the capabilities of our combined entity in the $200 billion retail electricity marketplace. Our ongoing commitment to operating Portland General Electric (PGE) as an efficient and reliable utility in the Pacific Northwest is essential to our long-term success.

"From a broader perspective, one of our immediate challenges is to complete a blueprint to give PGE customers in Oregon the ability to choose which company supplies energy and related services to their homes and businesses," Lay said. "We will be working closely with the Oregon Public Utility Commission and interested parties to develop a customer choice filing for Oregon customers."

"Portland General Electric and Enron are looking forward to delivering the benefits of this merger and our customer choice plan to Oregon," said Ken L. Harrison, chairman and chief executive officer of Portland General Corporation. "We have a unique opportunity to take a leadership role in bringing a choice of energy providers to consumers while still addressing the important issues and values that are important to people here in the Northwest."

The merger links Enron, the largest wholesale marketer of natural gas and electricity in North America, with Portland General, one of the most successful, low-cost electric utilities in one of the country's fastest growing regions. With ownership of approximately 5,000 megawatts of generating capacity and more than 38,000 miles of natural gas pipeline worldwide, the combined company will be well-positioned to provide integrated energy solutions for wholesale and retail natural gas and electricity customers in North America and internationally.

The merger supports Enron's vision of becoming the world's leading energy company in many capacities:

  • At the wholesale level, Enron intends to be the provider of choice in energy products, principally in natural gas and electricity. By bringing together Enron's collective marketing and risk management expertise with Portland General's physical delivery and asset operation experience, Enron can broaden its product offering to wholesale energy providers and strengthen its position as the nation's leading wholesaler of natural gas and electric services.
  • At the retail level, Enron's vision encompasses being the leading national brand-name total energy provider. By combining retail marketing expertise in natural gas, electricity and energy management, Enron can provide a full range of energy products and specialty services to commercial, industrial and individual customers. Building on Portland General's extensive expertise in automated metering, billing, customer service and other energy management functions, Enron will be able to offer reliable, low-cost energy with innovative energy management services to customers nationwide.
  • Enron intends to be the most innovative and efficient manager and developer of electric generation, transmission and distribution assets in the rapidly changing marketplace. By leveraging the operating and engineering expertise of Portland General with Enron's worldwide asset base and experience, Enron will be able to expand domestic and international activities across multiple fuel lines including gas, oil, coal, hydro and renewables, and integrate downstream into electrical transmission and distribution opportunities.
Enron Corp., one of the world's largest integrated natural gas and electricity companies with approximately $15 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; is a leading participant in liberalized energy markets in the United Kingdom and the Nordic Countries; 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

(713) 853-6498







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