PORT HURON, Mich., May 22 /PRNewswire-FirstCall/ -- SEMCO ENERGY, Inc.
(NYSE: SEN) today announced that it has entered into a privately negotiated
exchange transaction whereby a holder of the Company's 5% Series B Convertible
Cumulative Preferred Stock (the "Preferred Stock") will return to the Company,
and the Company will retire, $11.98 million notional amount (59,900 shares) of
the Preferred Stock currently held by the holder. Pursuant to the agreement,
the Company will pay to the holder cash in the amount of $7,587,530.96 in
combination with the issuance of 689,996 shares of the Company's Common Stock.
The number of shares of Common Stock to be issued is based on a price of
$5.49 per share, which is the closing price of the Common Stock on May 22,
2006. The Company anticipates the transaction will have no impact on its
earnings guidance for 2006.
The issuance of shares of Common Stock will be exempt from registration
under the Securities Act of 1933 in reliance on Section 3(a)(9) of the
Securities Act of 1933.
No underwriting discounts or commissions were involved in this
transaction. This notice is neither an offer to sell nor a solicitation to
SEMCO ENERGY, Inc. distributes natural gas to over 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.
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, rising commodity prices
and resulting increases in working capital requirements, changing conditions
in the capital markets, regulatory approval processes and rate recovery
mechanisms, gas procurement opportunities, compliance with covenants and
success in accomplishing financing objectives, maintaining an effective system
of internal controls, 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 Contact: Thomas Connelly, Director of Treasury and
Investor Relations, +1-248-458-6163, Media Contact: Timothy Lubbers, Director
of Marketing and Corporate Communications, +1-810-887-4208, both of SEMCO
9999 05/22/2006 17:51 EDT http://www.prnewswire.com