ORANGE, Conn.–(BUSINESS WIRE)–Today Avangrid, Inc. (NYSE: AGR), a leading sustainable energy company, and a member of the group of companies controlled by Iberdrola, S.A., announced that it has entered into a definitive agreement under which Iberdrola will acquire the remaining 18.4% of the issued and outstanding shares of common stock of Avangrid that it does not currently own for $35.75 per share in an all-cash transaction.
The $35.75 per share price represents a 11.4% premium over the closing price of Avangrid common stock on March 6, 2024, the last unaffected trading day prior to Avangrid’s announcement of receipt of Iberdrola’s unsolicited offer, and a 15.2% premium over the volume-weighted average price of Avangrid common stock over the 30 trading days leading up to the unaffected trading day. Avangrid expects to continue paying regular quarterly cash dividends not to exceed $0.440 per share through the closing of the transaction, including a pro-rated dividend for any partial quarter prior to the closing.
The Board of Directors of Avangrid, acting on the unanimous recommendation of the Unaffiliated Committee of the Board of Directors (the “Special Committee”) that led the consideration of strategic alternatives and the negotiation of the terms of the transaction, unanimously approved the agreement, which is subject to a number of customary conditions, including affirmative votes of (1) the holders of a majority of all outstanding shares of common stock of Avangrid, (2) the holders of a majority of all outstanding shares of common stock held by Avangrid’s shareholders other than Iberdrola, its subsidiaries, and their controlled affiliates and (3) the holders of a majority of the outstanding shares of Avangrid common stock other than Iberdrola, Arizona Merger Sub, Inc., their affiliates, any members of the board of Avangrid who are employed by Iberdrola or its affiliates, any officer of Avangrid and any family members, affiliates or associates of the foregoing.
Pedro Azagra, President and Chief Executive Officer of Avangrid commented, “We are excited about Iberdrola’s continued investment in Avangrid and commitment to the United States. As a wholly-owned member of the Iberdrola Group, we will continue to serve our customers and build our renewable energy assets work to achieve our vision to lead the clean energy transition with a strong commitment to sustainability, community, governance, and our employees.”
Timing
The transaction is expected to close in the fourth quarter of 2024, subject to the satisfaction of customary closing conditions, including receipt of the shareholder approvals described above and the approval of the Federal Energy Regulatory Commission, the Maine Public Utilities Commission and the New York Public Service Commission. The transaction is not subject to a financing condition.
Advisors
Moelis & Company LLC is serving as financial advisor to the Special Committee, and Paul, Weiss, Rifkind, Wharton & Garrison LLP is serving as legal advisor to the Special Committee. Latham & Watkins LLP is serving as legal advisor to Avangrid. Morgan Stanley & Co. LLC is serving as financial advisor to Iberdrola, and White & Case LLP and Clifford Chance are serving as legal advisors to Iberdrola.
About Avangrid
Avangrid (NYSE: AGR) aspires to be the leading sustainable energy company in the United States. Headquartered in Orange, CT with approximately $45 billion in assets and operations in 24 U.S. states, Avangrid has two primary lines of business: networks and renewables. Through its networks business, Avangrid owns and operates eight electric and natural gas utilities, serving more than 3.3 million customers in New York and New England. Through its renewables business, Avangrid owns and operates a portfolio of renewable energy generation facilities across the United States. Avangrid employs approximately 8,000 people and was recognized by JUST Capital as one of the JUST 100 companies – a ranking of America’s best corporate citizens – in 2024 for the fourth consecutive year. In 2024, Avangrid ranked first within the utility sector for its commitment to the environment. The company supports the U.N.’s Sustainable Development Goals and was named among the World’s Most Ethical Companies in 2024 for the sixth consecutive year by the Ethisphere Institute. Avangrid is a member of the group of companies controlled by Iberdrola. For more information, visit https://www.avangrid.com.
About Iberdrola
Iberdrola, Europe’s largest electricity utility by market capitalization and one of the world’s top three electricity companies, is a leader in renewables, spearheading the energy transition to a low carbon economy. The group supplies energy to almost 100 million people in dozens of countries. With a focus on renewable energy, smart networks and smart solutions for customers, Iberdrola’s main markets include Europe (Spain, the United Kingdom, Portugal, France, Germany, Italy and Greece), the United States, Brazil, Mexico and Australia.
