KCPL Calls Western Resources Merger Breakup Premature
April 28, 2011
KANSAS CITY, Mo. -- Western Resources Inc. said Friday it has succeeded in breaking up a proposed merger between Kansas City Power & Light Co. and UtiliCorp United Inc.. KCPL's chairman said the claim was premature, but conceded the vote would be close. Minutes before the end of voting by KCPL shareholders, Western Resources said its proxy solicitors estimated only 47% of KCPL shares were voted in favor of the UtiliCorp merger, which values KCPL at $1.7 billion. Western Resources, making a $1.9 billion hostile takeover bid for KCPL, asked KCPL shareholders to send their ballots to it. Western Resources, a Topeka, Kan., utility, estimated that 51.1 million of KCPL's 61.9 million outstanding shares were voted, and that 27.1 million or 53% were voted against the UtiliCorp merger or as abstentions, which count as ``no'' votes. KCPL, a Kansas City, Mo., electric utility, needs either a 66.7% affirmative vote, according to a recent court ruling, or a simple majority, according to its own reading of Missouri law, to proceed with the UtiliCorp merger. An independent auditor is expected to take three to four weeks to tabulate the vote as duplicate and incomplete proxies are weeded out. ``I know that the indications are that it's close, no question,'' said Bronson Graves, KCPL chairman. ``But I remain optimistic.'' After the meeting, KCPL stated it would report final results sometime in September. Earlier this month, a federal judge ruled that two-thirds of KCPL's nearly 62 million outstanding shares must be voted in favor of the UtiliCorp merger under Missouri law. KCPL argued it needed just a simple majority of favorable votes. The company expected to appeal the judge's ruling if the number of share voted in favor of the merger was between a half and two-thirds of the vote. The shareholders of UtiliCorp, another Kansas City, Mo., electric and gas utility, gave the deal overwhelming approval this week, with 76% of all shares voting in favor. At Friday's close of composite trading on the New York Stock Exchange, Western Resources stock rose 50 cents per share to $29.75, KCPL gained 50 cents to $27.75 and UtiliCorp added 37.5 cents to $29.125.
