Puget Holdings LLC, a group of long-term infrastructure investors, completed its merger transaction with Puget Energy on Feb. 6, 2009 (the “merger closing date”).
Therefore, under the terms of the Agreement and Plan of Merger dated as of Oct. 25, 2007, upon the closing, each share of common stock of Puget Energy was converted into the right to receive $30 per share in cash, without interest. Trading of Puget Energy common stock on the New York Stock Exchange ended on the merger closing date.
If you physically possess common stock certificates, instructions for exchanging those shares for the cash payment will be mailed shortly, under a separate cover.
Additionally, a special pro rata dividend of $0.04448 per share will be paid to shareholders of record on Feb. 5, 2009, the day immediately prior to the merger closing date. If you were a shareholder of record on Feb. 5, 2009, the special pro rata dividend will be mailed to you on a separate check.
Payment of this special pro rata dividend is in addition to payment of the current quarterly dividend of 25 cents per share, declared Jan. 6, 2009, on Puget Energy's common stock, payable on Feb. 15, 2009, to shareholders of record as of the close of business Jan. 21, 2009.
Shareholders are urged to consult a tax advisor to determine the particular tax consequences of the receipt of cash in exchange for common stock relating to the merger, including the application and effect of any state, local or foreign income and other tax laws.
If you have any questions regarding this exchange, please call our paying agent, Wells Fargo Shareowner Services, at 1.877.262.8260. Please also access the information provided within this “Former Shareholders” section on www.pugetenergy.com.
Converting Puget Energy common shares to cash:
Shares held in Puget Energy’s Stock Purchase and Dividend Reinvestment Plan or book-entry form (electronic shares, i.e. not in certificate form)
If you are currently enrolled in Puget Energy’s Stock Purchase and Dividend Reinvestment Plan or hold book-entry shares, Wells Fargo, the paying agent for the merger transaction, will mail a check to your address of record, approximately 10 business days after the merger closing date. If you do not receive a check from Wells Fargo within four weeks of the merger closing date, please contact Wells Fargo at 1.877.262.8260.
Shareholders holding stock certificates
Approximately 10 business days after the merger closing date, shareholders who possess stock certificates will receive instructions and a Letter of Transmittal from Wells Fargo about exchanging the certificates for the merger consideration payment. The instructions also include directions in the event you have lost your stock certificates. Wells Fargo will issue a check to the shareholder approximately 10 business days after receipt of a properly executed Letter of Transmittal and delivery of the stock certificates, as explained in the Letter of Transmittal. Please contact Wells Fargo at 1.877.262.8260 if you have questions.
Shares held with a financial institution (brokerage firm)
If you hold shares with a financial institution, please contact your administrator/broker directly for information on disbursement of proceeds and fees involved. Cash was transferred through the Depository Trust Company to the financial institutions for the per share merger consideration payment following the merger closing date.
Any physical certificates that have been issued must be presented to receive the merger consideration payment for your Puget Energy shares. If a shareholder of record who holds certificated shares does not have his or her stock certificate(s), they can report them as lost on the Letter of Transmittal. Wells Fargo will mail a Letter of Transmittal to the shareholder’s address of record, approximately 10 business days after the merger closing date. If you do not receive a Letter of Transmittal, please contact Wells Fargo at 1.877.262.8260.
A fee and/or additional paperwork may be required if you have lost your stock certificate(s). You will be notified in writing by Wells Fargo if anything additional is needed. For questions on how to complete the Letter of Transmittal please contact Wells Fargo at 1.877.262.8260.
Special Pro Rata dividend
Wells Fargo will mail a separate check for a special pro rata dividend to shareholders of record as of Feb. 5, 2009. If you held shares as of Feb. 5, 2009 and do not receive a check at your address of record from Wells Fargo within four weeks of the merger closing date, please contact Wells Fargo at 1.877.262.8260.