Fortis (TSX:FTS), ITC Holdings (NYSE:ITC) and GIC Private Limited on Sept. 26 said that FERC has authorized the acquisition of ITC by Fortis and a subsidiary of GIC.
That approval is the latest in the matter. As TransmissionHub reported, the Missouri Public Service Commission (PSC), in an order that was issued on Sept. 14 and had an effective date of Sept. 24, approved a stipulation and agreement between Fortis, ITC Holdings, ITC Midwest and PSC staff involving the proposed merger of Fortis and ITC, and authorized the companies to complete the merger transactions.
Fortis and ITC, in a Sept. 15 statement, said that their shareholders approved the acquisition at shareholder meetings held on May 5 and June 22, respectively. Approval required from the Committee on Foreign Investment in the United States was received on July 8, the companies said, adding that approvals from the Oklahoma Corporation Commission and the Illinois Commerce Commission were received on Aug. 16 and Aug. 23, respectively.
According to the companies’ Sept. 26 statement, the PSC of Wisconsin voted on Sept. 22 to approve the acquisition, subject to conditions to be confirmed in an official PSC order to follow.
The companies also noted that all applicable consents related to the transfer of control of licenses were received from the Federal Communications Commission as of Sept. 21, and that the closing of the transaction remains subject to receipt of regulatory authorizations from the state of Kansas.
As noted in FERC’s Sept. 23 order, Fortis and its subsidiaries, including FortisUS, ITC Investment Holdings, and Element Acquisition Sub Inc. – collectively, Fortis; ITC Holdings, on behalf of itself and its public utility operating company subsidiaries, including International Transmission Company, Michigan Electric Transmission Company, ITC Midwest, and ITC Great Plains – collectively ITC Operating Companies; Enterprise Holdings Pte. Ltd., and Finn Investment Pte. Ltd., in late April requested FERC authorization for the transaction by which:
- Element will merge with and into ITC Holdings, with ITC Holdings as the surviving company
- Each share of common stock of ITC Holdings will be canceled
- Finn will acquire an indirect 19.9% interest in ITC Holdings through ITC Investment
FERC added that according to the companies, following consummation of the proposed transaction, ITC Holdings will be an indirect majority-owned subsidiary of FortisUS, and each of ITC Holdings’ subsidiaries will be majority owned, indirectly, by Fortis through FortisUS; ITC Holdings will then also be indirectly minority owned by Finn by virtue of its 19.9% interest in ITC Holdings’ sole parent, ITC Investment.
“We have reviewed the proposed transaction under the commission’s merger policy statement,” FERC said, adding that it authorizes “the proposed transaction as consistent with the public interest.”