The MOU was executed as of July 17th, 2017 between Veridian Corporation and Whitby Hydro. The MOU has already been publicly posted. Communications is central to this process and we want to be as open and transparent as we can be with our customers. A copy of the MOU can be found here.
Both Veridian and Whitby see significant merits in the proposed merger. Our focus is on our customers and ensuring we can deliver savings through greater efficiencies and innovation. We further have confidence in the competitive strength that could be found in the combined company, due to the larger scale.
Business expenses incurred to evaluate the potential merger will be fairly shared between the two parties and paid from retained corporate earnings. These business expenses have no impact on customer rates or planned shareholder dividends.
Each entity has to review and evaluate on what is best for their respective customers, shareholders and overall businesses. The evaluation process was meant to review all these elements before any formal agreement to merge was made. The review process did exactly what it was intended to do, to ensure all parties could deliver synergies to customers. For Oshawa PUC, the benefits did not align with those objectives and they choose to amicably withdraw. This type of outcome is not uncommon in merger evaluations.
Veridian and Whitby previously participated in a three-party merger review that included Oshawa PUC. Oshawa PUC amicably withdrew from those discussions earlier this year. The work that was done through the three-party review will be helpful to the current two-party merger review process. Accordingly, Veridian and Whitby anticipate a streamlined review process. If the merger review process confirms that a merger would provide benefits to customers and shareholder, subject to the required approval of the municipal councils following a public report, the parties will endeavour to enter into a merger agreement no later than December 31, 2017 and to complete the transaction by July 1, 2018.
Questions on Merger Approval and Process
This merger will only move forward with the direct consent of municipal owners, and only by demonstrating significant value to our shareholders and ratepayers. If we cannot demonstrate value, the proposed merger cannot move ahead.
We are focused on this merger only and not investigating any type of sale. Our municipal owners have provided us a clear mandate to explore the benefits of a merger only.
Our public engagement process includes a series of activities with two objectives: (1) to educate and inform the communities we serve about the potential benefits of this merger and (2) to listen and collect feedback from the communities in order to reflect that feedback in our business planning process. The timely sharing of information through dedicated websites will be central to the process. Additional engagement initiatives will be pursued during the course of the merger review process.
It is our job to protect and enhance shareholder value and to ensure great service at appropriate rates to our customers. We have clear direction to only proceed if we can demonstrate significant value to all stakeholders. Every scenario will be evaluated thoroughly before any decision is made. We are all committed to openness and transparency throughout this process.
Synergies are essentially the overall benefits that can be found when a company merges with another. These benefits are generated through finding efficiencies in several areas such as audit, banking, insurance, maintenance programs, and consulting costs. As part of the process we will be weighing the benefits as well as the downside risks before determining a recommendation to our shareholders.
If the merger proceeds , we expect it will result in greater efficiencies overall. We expect one of the benefits to be our ability to effectively mitigate against future potential rate increases on the cost of distribution of electricity.
Consultation and Community Engagement
The MOU has already been posted. Communications is central to this process and we want to be as open and transparent as we can be with our customers. A copy of the MOU can be found here.
Our dedicated microsite will be updated regularly with news and FAQ’s so that you have the most current, accurate information about this potential merger. In the coming months, we will be mailing out information.
Questions on Employment
Employees, like our community members, will stay informed via this microsite, and through our internal communication channels—memos, status updates and bulletin updates. Our employees are at the heart of our organizations and we are committed to keeping them apprised throughout this process.
We are focused on assessing the potential benefits of a potential merger and weighing all options. We have no information at this time about the impact to jobs. We will be looking to natural attrition and savings in our internal systems to make up the bulk of the synergy savings. Additionally, we will be looking at opportunities to expand the new business opportunities of the new organization. In past potential mergers, Veridian has a track record of very fair treatment for all employees and many employees have taken advantage of new opportunities through the years.
Questions & Comments Related to Structure of New Proposed Entity
While no decisions have been made yet, it is expected that all current office and operations centre locations will be maintained. There would, of course, likely be changes in the business functions carried out at specific locations.
There have been no discussions on this topic. Our priority is to ensure that there will be benefits for all stakeholders.
Discussions and a decision regarding the leadership of the new company will take place later in the process.
Questions Related to Rates and Other Costs
There is no change to the businesses at this time, and no change to your relationship with your local utility.
At this stage, we simply cannot put an accurate value on a merged entity. However, the process to date indicates that this as a winning scenario for all stakeholders, including ratepayers as we work to reduce or mitigate against future increases to your electricity bill.
The costs of a merger will form part of the review. What we do know is that our investigations to this point indicate that this potential merger is a win-win for customers and shareholders. We are using our internal resources to the best of our ability, but will also need to prudently secure external expertise and support from time to time.
The incentives come in the form of cost savings that we can then pass on to you, our ratepayer.
The potential merger would allow us to become a larger, more efficient company. As a result, we will be able to identify efficiencies to the benefit of our customers. As the new company would be municipally owned, dividends would continue to flow to the shareholder-municipalities.
We are exploring the potential benefits including assessment of how a merged energy company would impact consumers. One of our key goals is to ensure that we provide the same or better service to our customers while mitigating against potential increases to rates. We will be providing updates on our progress as we move along in the process.
A key objective of this potential merger is to strengthen our ability to deliver cost-effective, reliable energy services to the communities and to the municipalities.
At this time, we believe that benefits can be realized for our communities, employees, stakeholders and province. As we develop the business case, we will be able to communicate exactly what those benefits will be.
If the potential merger makes sense, we are confident that we would be able to demonstrate to the public, our shareholders and to the regulator how this would benefit all involved.
Everything is remaining the same for the moment. Our commitment is to ensure value for our shareholders, provide excellent customer service for our ratepayers and to mitigate against future rate increases. That commitment will not change.
We will provide several opportunities for the community to provide input and ask questions. This microsite is one avenue where you can submit your questions. We will keep the site updated with your questions and responses on a regular basis.
It will continue to be owned by the municipalities. One of our core principles is local ownership.
First, we require approval from both of our boards of directors. Once approval is received, we must then receive approval of our shareholder municipalities. At that time, we would submit a MAADS (Mergers Acquisitions, Amalgamations and Divestitures) application to the Ontario Energy Board for regulatory review and approval.
Questions on External Support
As we move through this process, it only makes good business sense to bring experts on board who can help guide us. Through a competitive process, each respective utility identified experienced consultants that could deliver sound advice as we moved through the process. Their mandate is to find and communicate the benefits of this potential merger to all of our communities when that information is available. They are a valuable asset to this process and their expertise will ensure that our communities receive transparent, timely and accurate information on this potential merger.
General Merger Questions and Comments
There are many factors at play including the disruption in the industry which requires us to evolve if we are to remain competitive. Additionally, our customers’ behaviours and opportunities are changing and we must find ways to continue to offer stable and affordable rates combined with greater efficiency and more valuable service offerings. There has already been success demonstrated from other potential mergers from an overall improvement standpoint.
The amalgamation of Enersource, Horizon Utilities and PowerStream on February 1, 2017, and their purchase of Hydro One Brampton on February 28, 2017, formed Alectra. Prior to this most recent amalgamation there have been many successful mergers this decade, including those that formed Veridian. The momentum for utility consolidation is increasing as all utilities look to ensure their long-term sustainability to provide benefits to their customers and their shareholders.
We are looking at all options to ensure long-term sustainability of our utility. It is our job to protect and enhance shareholder value and to ensure great service at appropriate rates to our customers. A merger is one option that might help achieve these goals so we will fully explore its potential.
Questions about IT, Access to Microsite
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