Wisconsin Energy Corporation Files Form 8-K with Securities and Exchange Commission

Strategic Insights -

Wisconsin Energy Corporation has filed Form 8-K with the Securities and Exchange Commission on June 22, 2015, related to the Agreement and Plan of Merger between Integrys Energy Group, Inc. ("Integrys") and Wisconsin Energy Corporation ("Wisconsin Energy"). The parties have elected to extend the "End Date" of the Merger Agreement beyond its initial one-year term to allow for receipt of all required governmental approvals. The Merger Agreement, filed as Exhibit 2.1 to the Current Report, outlines the terms and conditions of the proposed merger.

Key Takeaways:

  • The Merger Agreement was signed on June 22, 2014, and has been extended to allow for necessary approvals.
  • Wisconsin Energy and Integrys delivered written notice to extend the "End Date" of the Merger Agreement on June 22, 2015.
  • The parties have agreed to the extension to facilitate receipt of all required governmental approvals.
  • The Merger Agreement is subject to and qualified by the full text of the agreement, which was filed as Exhibit 2.1 on June 23, 2014.
  • The proposed merger is subject to certain risks and uncertainties, including regulatory approvals and the integration of the businesses.
  • Wisconsin Energy and Integrys have identified various factors that could cause actual plans and results to differ materially from those expressed or implied in forward-looking statements.
  • Wisconsin Energy has filed a registration statement on Form S-4 with the SEC, which includes a joint proxy statement/prospectus for the shareholders of Wisconsin Energy and Integrys.
  • The registration statement was declared effective by the SEC on October 6, 2014.
  • The joint proxy statement/prospectus and other documents filed with the SEC are available at http://www.sec.gov.

Statistics:

  • The Merger Agreement was initiated on June 22, 2014.
  • The parties have chosen to extend the "End Date" of the Merger Agreement.
  • Wisconsin Energy and Integrys have identified 7 key factors that could impact the proposed merger.
  • The registration statement on Form S-4 was declared effective by the SEC on October 6, 2014.

Sources:

  • Wisconsin Energy Corporation, Form 8-K, filed with the Securities and Exchange Commission on June 22, 2015.
  • Explanatory note on the Agreement and Plan of Merger, filed as Exhibit 2.1 to the Current Report, filed by Wisconsin Energy Corporation on June 23, 2014.
  • Wisconsin Energy Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
  • Integrys Energy Group, Inc.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.