Filing of Certain Prospectuses and Communications in Connection With Business Combination Transactions (425)
July 13 2018 - 3:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported) July 13, 2018
Dominion Energy, Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Virginia
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001-08489
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54-1229715
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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120 Tredegar Street
Richmond, Virginia
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23219
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code (804)
819-2000
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
On July 13, 2018, Dominion Energy, Inc. (Dominion) and SCANA Corporation (SCANA)
issued a joint press release announcing that the Federal Energy Regulatory Commission (FERC) issued an order approving the previously announced combination of Dominion Energy and SCANA. FERC approval is one of the conditions required for completion
of the transaction under the Agreement and Plan of Merger among Dominion Energy, Inc., Sedona Corp. and SCANA Corporation, Inc. dated as of January 2, 2018. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
FORWARD-LOOKING STATEMENTS
This report
contains statements that constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. The statements relate to, among other things, expectations, estimates and projections. We have used the
words anticipate, believe, could, estimate, expect, intend, may, outlook, plan, predict, project, should,
strategy, target, will, would, potential and similar terms and phrases to identify forward-looking statements in this report. Factors that could cause actual results to differ include, but
are not limited to: the expected timing and likelihood of completion of the proposed acquisition of SCANA, including the ability to obtain the requisite approvals of SCANAs shareholders; the risk that Dominion Energy or SCANA may be unable to
obtain necessary regulatory approvals for the transaction or required regulatory approvals may delay the transaction or cause the parties to abandon the transaction; the risk that conditions to the closing of the transaction may not be satisfied; or
the risk that an unsolicited offer for the assets or capital stock of SCANA may interfere with the transaction. Other risk factors for Dominion Energys and SCANAs businesses are detailed from time to time in Dominion Energys and
SCANAs quarterly reports on Form
10-Q
or most recent annual report on Form
10-K
filed with the Securities and Exchange Commission.
Item 9.01
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Financial Statements and Exhibits.
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IMPORTANT ADDITIONAL INFORMATION
In connection with the proposed transaction between Dominion Energy, Inc., and SCANA Corporation, Dominion Energy has filed with the SEC a Registration
Statement on Form
S-4,
which includes a document that serves as a Proxy Statement of SCANA and Prospectus of Dominion Energy (the proxy statement/prospectus), as well as other relevant documents concerning the
proposed transaction. The proposed transaction involving Dominion Energy and SCANA will be submitted to SCANAs shareholders for their consideration. The proxy statement/prospectus was mailed to SCANAs shareholders beginning on
June 15, 2018. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Shareholders of SCANA are urged to read the registration statement and the proxy statement/prospectus regarding the transaction and any other relevant
documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.
Shareholders are able to obtain a free copy of the definitive proxy statement/prospectus, as well as other filings containing information about Dominion
Energy and SCANA, without charge, at the SECs website (http://www.sec.gov). Copies of the proxy statement/prospectus and the filings with the SEC that are incorporated by reference in the proxy statement/prospectus can also be obtained,
without charge, by directing a request to Dominion Energy, Inc., 120 Tredegar Street, Richmond, Virginia 23219, Attention: Corporate Secretary, Corporate.Secretary@dominionenergy.com, or to SCANA Corporation, 220 Operation Way, Mail Code D133,
Cayce, South Carolina 29033, Attention: Office of the Corporate Secretary, BoardInformation@scana.com.
PARTICIPANTS IN THE SOLICITATION
Dominion Energy, SCANA and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of
proxies in respect of the proposed transaction. Information regarding Dominion Energys directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 23, 2018, Dominion Energys
Annual Report on Form
10-K,
which was filed with the SEC on February 27, 2018 and certain of its Current Reports on Form
8-K.
Information regarding SCANAs
directors and executive officers is available in its Annual Report on Form
10-K,
which was filed with the SEC on February 23, 2018, as amended by a
Form 10-K/A dated
April 27, 2018 and certain of its Current Reports on Form
8-K.
Other information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as
described under Important Additional Information.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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DOMINION ENERGY, INC.
Registrant
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/s/ Mark F. McGettrick
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Mark F. McGettrick
Executive Vice President and Chief Financial Officer
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Date: July 13, 2018
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