Dominion Announces Preliminary Results Of Equity Tender Offer
RICHMOND, Va. – Dominion (NYSE:D) announced today the preliminary results
of its modified Dutch auction tender offer to purchase up to 55 million shares
of the company’s common stock. The tender offer expired at 5:00 p.m.,
Eastern time, on Aug. 7, 2007.
Based on the preliminary count by Continental
Stock Transfer & Trust Co.,
the depositary for the tender offer, approximately 57.9 million shares were
properly tendered, and not withdrawn at prices at or below $91.00 per share,
including approximately 20.9 million shares that were tendered through notice
of guaranteed delivery. Based on these preliminary results, Dominion expects
to acquire these shares at a purchase price of $91.00 per share for a total
cost of approximately $5.3 billion, excluding fees and expenses related to
the tender. The 57.9 million shares represent approximately 16.6 percent of
the shares outstanding on July 31, 2007.
The shares expected to be purchased
include the 55 million shares the company initially offered to purchase and
approximately 2.9 million additional shares of its outstanding common stock
that the company has elected to purchase pursuant to the terms of its tender
offer.
The number of shares to be purchased and the price
per share are preliminary, are based on the shares tendered through notice
of guaranteed delivery being validly tendered and are subject to verification
by the depositary, and therefore are subject to change. The actual number of shares purchased and the
final purchase price will be announced promptly following completion of the
verification process. Payment for the shares accepted for purchase,
and return of all other shares tendered and not purchased, will occur promptly
thereafter.
In the tender offer, shareholders had the opportunity to tender
some or all of their shares at a price not less than $82.00 per share and not
more than $92.00 per share.
Dominion is authorized to repurchase additional
shares from time to time through open market purchases, or in private or other
transactions. Rule13e-4(f) under the Securities Exchange Act of 1934, as amended,
prohibits the company from purchasing any shares, other than in the tender
offer, until at least 10 business days after the expiration of the tender offer. Accordingly,
any such additional repurchases outside of the tender offer may not be made
until at least 10 business days after the expiration of the tender offer.
Any
questions with regard to the tender offer may be directed to Georgeson Inc.,
the information agent, at (888) 605-7548. The dealer managers for
the tender offer were Morgan Stanley and Merrill Lynch.
