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CVPS shareholders overwhelmingly approve sale to Gaz Métro

 

Contact: Steve Costello: Office (802) 747-5427      Pager (802) 742-3062

Sept. 29, 2011

RUTLAND, VT – With virtually no opposition, shareholders of Central Vermont Public Service Corp. (NYSE-CV) have approved the sale of the company to Gaz Métro Limited Partnership in voting that concluded this morning.  Gaz Métro is the parent company of Green Mountain Power; CVPS and GMP will ultimately merge into one stronger Vermont company after the sale is completed in 2012.

Shareholders began voting in late summer by phone, mail and Internet, and final votes were cast today at a special shareholder meeting in Rutland.  Over 75 percent of the outstanding shares of the company were represented at the meeting, and of those, more than 97 percent voted in support of the $702 million sale.

“This is a critical milestone in the sale process,” said CVPS President and CEO Larry Reilly.  “The overwhelming support of CVPS shareholders demonstrates the soundness of the agreement and the value it will provide to CVPS’s owners, customers, employees and other constituents.”

“I am very pleased that CVPS shareholders have accepted our offer and merger proposal, which will create one strong electric utility to help our Vermont customers save hundreds of millions of dollars over the next 20 years by combining CVPS and GMP service areas,” said GMP President and CEO Mary Powell, who will lead the new company. “These savings will allow families, businesses and communities to reinvest to strengthen Vermont, which is so important for our economic vitality.”

Earlier this week, CVPS received clearance for the sale from the Federal Trade Commission.  The transaction must still be approved by the Federal Energy Regulatory Commission and the Vermont Public Service Board, among others.  The PSB has already held one pre-hearing conference and has set a preliminary schedule for the docket, with a workshop in October, a public hearing on Nov. 1, and technical hearings in February.

The sale agreement provides significant benefits for customers, communities, employees and shareholders, including $144 million in customer savings over 10 years, benefits for low-income customers, and the establishment of the Headquarters for Operations and Energy Innovation in Rutland.  Savings will not be achieved through layoffs – other than some executive officers – but instead through natural retirements and attrition, which will allow for the smooth integration of both companies’ workforces.

The all-cash transaction will provide CVPS shareholders $35.25 per common share, a 45 percent premium over the closing price of $24.32 immediately prior to the announcement of the previous agreement CVPS had reached with Fortis Inc.  The CVPS board of directors terminated the agreement with Fortis after deeming “superior” the offer from Gaz Métro.

“The sale will create one much-stronger company, which will capitalize on the strengths of both CVPS and GMP,” Reilly said.  “The new company will continue to provide the top-quality service for which both companies are known, and will build on the environmental, renewable energy and community-focused programs they have developed individually.”

Powell and Reilly said now that CV’s shareholders have voted with such overwhelming support, the focus will turn to gaining the remaining required regulatory approvals, particularly the approval of the PSB.

“CVPS and GMP will work together to provide regulators with a clear view of the tremendous benefits the sale and merger will provide to customers and Vermont as a whole,” Powell and Reilly said.  “We are extremely optimistic that they will find the sale to be in the public interest, and that the combined company will be uniquely positioned to provide high-quality, affordable and clean energy services for decades to come.”

About Central Vermont Public Service
CVPS, the largest electric utility in Vermont, serves more than 160,000 customers in 163 cities and towns across Vermont.  The company is a three-time winner of the Edison Electric Institute’s national Emergency Recovery Award, and CVPS Cow Power™ won the 2009 U.S. Department of Energy Utility Green Program of the Year Award.  CVPS has been listed by Forbes Magazine as one of the most trusted companies in America for more than five years.

About Green Mountain Power
Green Mountain Power generates, transmits, distributes and sells electricity in Vermont and is a leader in wind and solar generation. It serves more than 96,000 customers.

About Gaz Métro
With over $3.6 billion in assets, Gaz Métro is Quebec’s leading natural gas distributor. Its 10,000-kilometer network serves 300 municipalities. Gaz Métro has operated in this regulated industry since 1957 and is the trusted energy provider to its customers in Quebec and Vermont, who choose natural gas for its competitive price, efficiency, comfort and environmental benefits. Gaz Métro is also present in the electricity distribution market and is involved in natural gas transportation and storage, the development of projects such as wind power, natural gas as fuel for the transportation industry, and biomethanation. Gaz Métro is committed to the satisfaction of its customers, partners, employees and the communities it serves.

Forward-Looking Statements
Statements contained in this press release that are not historical fact are forward-looking statements intended to qualify for the safe-harbors from the liability established by the Private Securities Litigation Reform Act of 1995. Statements made that are not historical facts are forward-looking and, accordingly, involve estimates, assumptions, risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements.  Some of the factors that could cause actual results to differ materially from those expressed in such forward-looking statements include: the occurrence of any event, effect or change that could give rise to a termination of the definitive agreement entered into with Gaz Métro; the outcome of any legal proceedings that may be instituted against CV and others following announcement of the agreement; the inability to complete the transaction due to the failure to obtain shareholder approval or the failure to satisfy other conditions to the completion of the transaction, including the receipt of certain regulatory approvals; risks that the proposed transaction disrupts current plans and operations and creates potential difficulties in employee retention; and the amount of the costs, fees, expenses and charges related to the transaction.

These and other risk factors are detailed in CV’s Securities and Exchange Commission filings. CV cannot predict the outcome of any of these matters; accordingly, there can be no assurance that such indicated results will be realized. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date of this press release. CV does not undertake any obligation to publicly release any revision to these forward-looking statements to reflect events or circumstances after the date of this press release.

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