FOR IMMEDIATE RELEASE
Pennichuck Corporation (Nasdaq: PNNW) announced today that on January 14, 2003, the voters of the City of Nashua passed a referendum, by a vote of 6,525 to 1,867, authorizing the City to acquire, through an eminent domain taking or otherwise, some or all of the Pennichuck water works system serving inhabitants of the City and others.
Pursuant to
The referendum does not, however, compel the City to pursue
an eminent domain proceeding, and there can be no assurance that the City of
Maurice Arel, Pennichuck’s
President and Chief Executive Officer, stated that Pennichuck is disappointed
with the outcome of the referendum, noting that the Pennichuck directors
unanimously believe that an acquisition of the Pennichuck water works system by
the City of
·
The amount of compensation that would have to be
paid to Pennichuck if the City of
·
Pennichuck and its shareholders (either directly
or indirectly) would likely experience adverse income tax consequences if the
City of
· There is a substantial risk that those adverse tax consequences would adversely affect the value that Pennichuck shareholders ultimately would receive for their stake in Pennichuck if the City of Nashua (or a regional water authority) acquires the Pennichuck water works system;
· In an eminent domain scenario, the City of Nashua (or a regional water authority) would not be bound to proceed with the acquisition of the Pennichuck water works system until the final terms were approved by the Board of Aldermen (or other governing body) and the City (or regional water authority) issued bonds or obtained other financing to fund the acquisition; and
·
Operation of a municipal utility by the City of
Pennichuck and Philadelphia Suburban Corporation (“PSC”) intend
to evaluate fully how this development affects the PSC proposed acquisition of
Pennichuck under the
Separately, Pennichuck and PSC intend to request a delay in the NH PUC hearings until mid-March to allow for such hearings to fall after the projected date for the Pennichuck’s shareholder meeting.
* * *
This communication may be deemed to be solicitation material
in respect of the proposed acquisition of Pennichuck by PSC, pursuant to an
Agreement and Plan of Merger, dated as of
Information
concerning any direct or indirect interest in the proposed merger of Pennichuck’s directors and executive officers, including
their beneficial ownership of Pennichuck common stock and the terms of change
of control or similar arrangements with certain of Pennichuck’s
executive officers, may be found in Pennichuck’s
revised preliminary proxy statement-prospectus filed with the SEC by PSC today
under a Registration Statement on Form S-4.
The preliminary proxy statement-prospectus is available for free in the
manner set forth below.
Investors and
security holders are advised to read the definitive registration statement and
proxy statement-prospectus regarding the merger with PSC when it becomes
available, because it will contain important information, including certain
changes from the preliminary filings.
Investors and security holders may obtain a free
copy of the registration statement and proxy statement-prospectus and
other documents filed by PSC and Pennichuck at the SEC’s website at
www.sec.gov. The proxy statement-prospectus
and such other documents may also be obtained from Pennichuck by directing such
request to Pennichuck Corporation,