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Tuesday, May 12, 2015
Merger Vote Comes up Short, Hawaiian Electric Extends Deadline
By News Release @ 5:25 PM :: 4181 Views :: Energy

Star-Adv: Stockholders can block Utility sale

Star-Adv May 16, 2015: ...Some local shareholders may have grave doubts about the proposed takeover of a Hawaii institution by a Florida-based conglomerate that has no history of doing business in the islands. Small investors may worry that dividends they rely on for predictable income will decrease if the deal goes through. Their absent proxies may serve as passive opposition, not disinterest or lack of awareness.

Uncast shares count as "no" votes against the sale, just like the 8 percent of shares that have been voted outright against the sale so far. During the voting extension, shareholders who have already cast their proxies can revoke them, an option that one shareholder has publicly promoted, on the grounds that HEI needs to be more open with information about the sale's potential effects on shareholders, and because it is premature to decide while the Public Utilities Commission is in a relatively early stage of its own review....

IM: Buying shares to alter HECO-NextEra merger outcome

read ... Not Done

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Hawaiian Electric Industries Shareholders Extend Merger Voting Deadline

Approximately 90 percent of votes already cast are in favor of the proposed merger according to the preliminary count

Extension of deadline allows shareholders who have not voted an opportunity to cast their votes

News Release from Hawaiian Electric

HONOLULU, May 12, 2015  -- Hawaiian Electric Industries, Inc. (NYSE: HE) (HEI) today announced that, at the special meeting of HEI shareholders held today, HEI shareholders approved the proposal to extend the deadline for shareholder voting on the proposed merger agreement with NextEra Energy, Inc. (NYSE: NEE).  Extending the voting deadline will give shareholders who have not yet voted an opportunity to cast their vote.  HEI's preliminary count indicates that, of the shares HEI shareholders have voted to date, currently approximately 90 percent have been voted in favor of the proposed merger. 

"Each shareholder's vote is important, so we're extending the voting period to ensure shareholders have every opportunity to express their views," said Connie Lau, HEI's president and chief executive officer and chairman of the boards of American Savings Bank and Hawaiian Electric. "Of the votes already cast, approximately 90 percent are currently "FOR" the merger, with these votes in favor representing approximately 70 percent of HEI's outstanding shares.  We're confident that merging with NextEra Energy will help Hawaiian Electric more quickly achieve the more affordable clean energy future we all want for Hawaii.  And we look forward to seeing American Savings Bank continue its strong performance and banking leadership as a standalone company here in the islands."

While publicly-held companies commonly may proceed with a merger with the affirmative vote of a majority of their outstanding shares, HEI is required under Hawaii law to obtain supermajority approval from 75 percent of its outstanding shares. Currently about 23.7 million shares, representing approximately 22% of HEI's total shares outstanding, remain unvoted.

Jeff Watanabe, chairman of the board of HEI, said, "We thank the large number of HEI shareholders who have already voted on the proposed merger and encourage those who have not yet voted to use this additional time to do so. The HEI board of directors strongly recommends a vote in favor of the proposed merger with NextEra Energy. The board firmly believes that the proposed transaction represents a transformational opportunity to unlock the value of two strong, local companies, American Savings Bank and Hawaiian Electric, and will deliver significant benefits to our shareholders, our customers, our employees and our communities."

The Special Meeting of Shareholders will be reconvened on June 10, 2015 at 10:00 a.m. local time at the American Savings Bank Tower, located at 1001 Bishop Street, Honolulu, Hawaii.


The proposed merger with NextEra Energy represents significant value to HEI shareholders.  Upon completion of the merger and the spinoff of ASB Hawaii, for each HEI share they hold, shareholders will receive 0.2413 shares of NextEra Energy common stock, 1/3 of a share of ASB Hawaii common stock and a special cash dividend of $0.50 – as of May 8, 2015 this represents a total value estimated at approximately $32.92[1].  Except for the special cash dividend, the value shareholders receive is expected to be tax-free.

The combination is expected to provide Hawaiian Electric with the added resources and access to expertise to strengthen and accelerate Hawaii's clean energy transformation, while delivering substantial customer benefits, including lower costs. Subject to Hawaii Public Utilities Commission approval, the companies have committed to approximately $60 million in customer savings over four years and to not request an increase in the general base electricity rate for at least four years post-transaction close. More savings are also expected from NextEra Energy's size and stronger credit rating. Following the close of the transaction, Hawaiian Electric will continue to operate under its current name, be locally managed, and remain headquartered in Honolulu.  HEI is one of Hawaii'smost charitable companies and NextEra Energy will continue HEI's overall current level of corporate giving in Hawaii.


A vote "FOR" the proposed merger is a vote for a more affordable clean energy future for Hawaii.  No matter how many or how few shares HEI shareholders own, each vote is extremely important.  The affirmative vote of holders of 75 percent of HEI's outstanding shares is required to approve the proposal to adopt the merger agreement. Failing to vote or abstaining generally has the same effect as a vote against the merger. Please vote "FOR" the proposal to adopt the merger agreement today - by telephone, by Internet or by signing, dating and returning your proxy card.

For more information, please see HEI's definitive proxy statement, which is filed with the SEC.  HEI urges all shareholders to review the definitive proxy statement and other materials as they contain important detailed information about the merger agreement and the reasons why the HEI Board approved the merger agreement.

Valid proxies that have already been submitted prior to the originally scheduled May 12, 2015 meeting will continue to be valid unless properly changed or revoked prior to the reconvened Special Meeting on June 10, 2015.  HEI shareholders of record as of the close of business on March 23, 2015 will continue to be entitled to vote at the reconvened meeting.

Shareholders who have any questions or need assistance voting their shares should contact HEI's proxy solicitor, D.F. King & Co., Inc., toll-free at (866) 853-1834 or via email at gfequiere@dfking.com or HEI's Shareholder Services Department, toll-free at (866) 672-5841 or via email at invest@hei.com.


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