PORT HURON, Mich., Nov. 9 /PRNewswire-FirstCall/ -- SEMCO ENERGY, Inc.
(NYSE: SEN) and Cap Rock Holding Corporation (Cap Rock) today announced that
they have completed Cap Rock's acquisition of all the outstanding Common Stock
and 5% Series B Preferred Stock of SEMCO ENERGY. Under the terms of the
agreement reached in February 2007 (the Exchange Agreement), holders of SEMCO
ENERGY's Common Stock will receive $8.15 in cash for each share of Common
Stock they hold. Holders of Series B Preferred Stock will receive $213.07 per
share plus a "make-whole" premium calculated at closing of $19.9720. SEMCO
ENERGY shareholders will be sent information about the process for exchanging
their shares for cash. Trading of SEMCO ENERGY's Common Stock on the New York
Stock Exchange (NYSE) was suspended as of the opening of the Market today, and
SEMCO ENERGY's Common Stock will be delisted from the NYSE.
In connection with the closing of the transactions contemplated by the
Exchange Agreement, SEMCO ENERGY previously announced cash tender offers and
consent solicitations for any and all of its outstanding 7 1/8% Senior Notes
due 2008 (the 2008 Notes) and its outstanding 7 3/4% Senior Notes due 2013
(the 2013 Notes and, together with the 2008 Notes, the Notes) pursuant to its
Offers to Purchase and Consent Solicitation Statement dated October 10, 2007,
and the related Consent and Letter of Transmittal (the Offer Documents). The
tender offers expired at 10 a.m., New York City time, on November 9, 2007. On
November 9, 2007, SEMCO ENERGY accepted for purchase $145,075,000 of the
aggregate principal amount of 2008 Notes tendered, representing approximately
96.7% of the total principal amount of 2008 Notes outstanding and $199,867,000
of the aggregate principal amount of 2013 Notes tendered, representing
approximately 99.9% of the total principal amount of 2013 Notes outstanding.
As previously announced, as a result of the receipt of the requisite
amount of consents in connection with these tender offers and consent
solicitations, SEMCO ENERGY and The Bank of New York Trust Company, N.A., as
trustee, entered into supplemental indentures, each dated as of October 24,
2007, which became operative upon SEMCO ENERGY's acceptance of the Notes for
purchase on November 9, 2007, and which amend the original indentures relating
to the Notes. The supplemental indentures eliminate substantially all of the
restrictive covenants contained in the original indentures and modify certain
other provisions contained in the original indentures.
This announcement is not an offer to purchase, a solicitation of an offer to
sell or a solicitation of consents with respect to any securities. The full
terms of the tender offer and the consent solicitation are set forth in the
Cap Rock Holding Corporation, through its regulated subsidiary, Cap Rock
Energy Corporation, transmits and distributes power to residential and
commercial customers in 28 counties in the State of Texas. Cap Rock owns no
generation facilities and instead purchases power wholesale through long-term
power supply contracts.
SEMCO ENERGY, Inc. distributes natural gas to more than 400,000 customers
combined in Michigan, as SEMCO ENERGY GAS COMPANY, and in Alaska, as ENSTAR
Natural Gas Company. It also owns and operates businesses involved in propane
distribution, intrastate pipelines and natural gas storage in various regions
of the United States.
The following is a "Safe-Harbor" statement under the Private Securities
Litigation Reform Act of 1995. This release contains forward-looking
statements that involve risks and uncertainties. Statements that are not
historic facts, including statements about the Company's outlook, beliefs,
plans, goals and expectations, are forward-looking statements. Factors that
may impact forward-looking statements include, but are not limited to, the
effects of weather, the economic climate, competition, commodity prices,
changing conditions in the capital markets, regulatory approval processes,
success in obtaining new business, success in defending claims against the
Company, and other risks detailed from time to time in the Company's
Securities and Exchange Commission filings.
SOURCE SEMCO ENERGY, Inc.
CONTACT: Analysts, Thomas Connelly, Director of Investor Relations
+1-248-458-6163; or Media, Timothy Lubbers, Director of Marketing & Corporate