Sloan Acquisition Corp. Announces Extension of Tender Offer for BayCorp Holdings, Ltd.
November 10 2005 - 7:51AM
Business Wire
Sloan Acquisition Corp., a wholly owned subsidiary of Sloan Group
Ltd., announced the extension of the tender offer period in its
previously announced tender offer for all of the issued and
outstanding shares of BayCorp Holdings, Ltd. (AMEX:MWH) until 12:00
midnight, Eastern time on November 10, 2005. The tender offer
period is being extended in connection with BayCorp's and Sloan
Group's responses to comments received from the Staff of the
Securities and Exchange Commission. Based on information provided
by SunTrust Bank, the Depositary for the offer, a total of
approximately 497,160 shares representing approximately 87.0% of
the outstanding common stock of BayCorp, had been validly tendered
and not withdrawn as of 5:00 p.m. Eastern time on November 9, 2005.
In addition, approximately 1,756 shares, representing approximately
0.3% of BayCorp's outstanding shares, had been tendered subject to
guaranteed delivery. Upon the expiration of the tender offer
period, those shares that have been properly tendered and not
withdrawn will be accepted for payment and payment will be made
promptly in accordance with the terms of the offer. Following the
expiration of the tender offer, Sloan Acquisition Corp., Sloan
Group Ltd. and BayCorp Holdings anticipate completing a short form
merger whereby all remaining stockholders other than Sloan
Acquisition Corp. and Sloan Group Ltd. and their principals and
dissenting stockholders, if any, will receive $14.19 in cash for
each share of BayCorp common stock held. BayCorp is an unregulated
energy holding company incorporated in Delaware. BayCorp currently
has wholly owned subsidiaries that include Nacogdoches Gas, LLC,
which owns and develops interests in natural gas and oil production
in Nacogdoches County, Texas; Benton Falls Associates, L.P., the
owner and operator of a hydroelectric generating facility in
Benton, Maine; Great Bay Hydro Corporation, which owns and operates
a hydroelectric generating facility in Newport, Vermont; Great Bay
Power Marketing, Inc., which purchases and markets power on the
open market and Nacogdoches Power, LLC, which owns the development
rights to the Sterne Power Project in Nacogdoches, Texas. BayCorp
also holds a majority interest in HoustonStreet Exchange, Inc.,
which operates HoustonStreet.com, an internet-based independent
crude oil and refined petroleum products trading exchange. Sloan
Group Ltd. is a privately-held international business corporation
headquartered in the Bahamas. This announcement does not constitute
an offer to purchase or a solicitation of an offer to sell any
securities. Any offers to purchase or solicitation of offers to
sell will be made only pursuant to a tender offer statement and a
solicitation and recommendation statement filed with the Securities
and Exchange Commission. The tender offer statement (including an
offer to purchase, a letter of transmittal and other offer
documents) and the solicitation/recommendation statement contain
important information and should be read carefully before any
decision is made with respect to the tender offer. Those materials
have been made available to all stockholders of BayCorp at no
expense to them. In addition, all of those materials (and all other
offer documents filed with the SEC) are available on the SEC's
website (http://www.sec.gov). D.F. King & Co., Inc. is serving
as Information Agent for the tender offer, and BayCorp stockholders
wishing to receive copies of the Offer to Purchase and other tender
offer materials may contact D.F. King at (800) 431-9645. SunTrust
Bank is serving as the Depositary for the tender offer. Certain of
the foregoing statements, including those regarding closing
conditions, timing of closing of the transaction, completion of the
tender offer and a merger transaction involving BayCorp, and
extension of the tender offer are forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Such forward-looking statements involve known and unknown
risks, uncertainties and other factors, including the timing of
such events, which may cause the actual results, performance or
achievements of BayCorp to be materially different from any future
results, performance or achievements expressed or implied by such
forward-looking statements. These forward-looking statements speak
only as of the date of this Release. Sloan Group Ltd. and BayCorp
expressly disclaim any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
contained herein to reflect any change in expectations with regard
thereto or any change in events, conditions or circumstances on
which any such statement is based.
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