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Press Releases

12/19/2017 - Education, Social Services, Disaster Relief Highlight ITC Community Giving in 2017
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Education, Social Services, Disaster Relief Highlight ITC Community Giving in 2017
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
NOVI, Mich., Dec. 19, 2017 /PRNewswire/ -- Kristian "Sunshine" Rice makes a difference mentoring Detroit Public Schools students.  Cedar Rapids military veteran Dan Alberts enjoys ice fishing again.  And in Kansas and Oklahoma folks are still recovering from devastating wildfires.  Uplifting, empowering and rebuilding:  These are among the worthy faces that attracted support from ITC's charitable and community giving program this past year.
Experience the interactive Multichannel News Release here: https://www.multivu.com/players/English/8015752-itc-holdings-charitable-community-giving-2017/
ITC Holdings Corp. and its 670 employees donated $1.6 million to more than 100 organizations across its seven-state footprint in 2017.  The nation's largest independent electricity transmission company provides donations and support to organizations that align with ITC's charitable and community interests.
Highlights of ITC's 2017 giving program include:
ITC Michigan:
• City Year Detroit's AmeriCorps members including Kristian Rice – known as "Sunshine" to those around her – serve nearly 5,000 students in seven Detroit Public Schools, increasing the ratio of adults to students in the highest-need areas, and providing individualized attention and support. ITC was proud to financially support City Year Detroit, and Kristian, on her yearlong journey as part of the company's commitment to STEM education.
• More than 250 neighbors sat down to a locally-grown outdoor community meal in Grand Rapids on a beautiful fall day to explore their differences and similarities, food traditions of different cultures and healthy food access in the Heartside Park community. The meal was the culmination of months of educational programming offered by the Urban Institute for Contemporary Arts (UICA), which received financial support from ITC. 'The Heartside Community Meal,' part of UICA's Cultivate exhibition, earned a juried grand prize award at the ninth annual ArtPrize competition, one of the highest attended public art events in the world.
ITC Midwest:
• The Iowa Paralyzed Veterans of America received support from ITC employees to purchase another Action Trackchair – an all-terrain chair which enables paralyzed veterans to pursue hunting, fishing and other outdoor activities. To date, ITC has purchased three track chairs for the chapter, the latest going to U.S. Army veteran Dan Alberts, a lifelong outdoorsman who will return to his love of ice fishing this winter. ITC employees have now provided 10 track chairs in recent years for paralyzed veterans in Iowa, Michigan, Kansas and Oklahoma.
• Cedar Valley Habitat for Humanity (CVHFH) builds and rehabilitates simple, decent and affordable homes in partnership with families in need in Linn and Benton counties in Iowa. Partner families make a down payment, invest hundreds of hours of sweat equity into the construction of their homes and other Habitat homes, and make monthly mortgage payments on a zero-interest loan. ITC has partnered with CVHFH since 2008 through financial and labor support.
ITC Great Plains:
• The wildfires in Kansas, Oklahoma and Texas in March burned more than two million acres of land, killing tens of thousands of cattle and other livestock and changing the lives of families and communities forever. To assist some of the hardest-hit communities in ITC's footprint, the company provided financial support to the Ashland Community Foundation in Kansas and Oklahoma Cattlemen's Foundation in Oklahoma.
In addition to these regional contributions, ITC donated to organizations at the national level such as the American Heart Association and the American Red Cross for hurricane disaster relief. ITC and its parent company, Fortis Inc., also participated in an industry-wide response to restore power to areas of the Caribbean, Southeastern U.S., Texas and Louisiana impacted by the hurricanes.
$6.8 million donated since 2010 
Through a charitable giving-focused program, ITC awards grants to qualified 501 (c) (3) organizations focused on social services, education, health and wellness, environmental stewardship, and arts and culture that offer charitable programs in the counties where ITC operates. Sources of ITC's contributions include special grants, individual executives, charitable outings, and casual dress days. Since 2010, ITC has donated more than $6.8 million to nonprofits and communities across its footprint and nationally.
"Making a positive impact on the communities we serve is part of ITC's company culture," said Donna Zalewski, director, Local Government & Community Affairs and Philanthropy, ITC Holdings Corp. "These and other deserving organizations work tirelessly to improve our communities, and we are proud to support each and every one of them."
For more information about ITC's charitable giving program or to apply for a grant, visit http://www.itc-holdings.com/community-approach/philanthropy.
About ITC Holdings Corp. 
ITC is the largest independent electricity transmission company in the United States. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, allow new generating resources to interconnect to its transmission systems and lower the overall cost of delivered energy. Through its regulated operating subsidiaries ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains, ITC owns and operates high-voltage transmission infrastructure in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, and in development in Wisconsin. These systems serve a combined peak load exceeding 26,000 megawatts along approximately 15,800 circuit miles of transmission line, supported by 660 employees and nearly 1,000 contractors across our expanding footprint. ITC's grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities. For further information visit www.itc-holdings.com. ITC is a subsidiary of Fortis Inc. (TSX/NYSE: FTS), a leader in the North American regulated electric and gas utility industry.  For further information visit www.fortisinc.com.
 
 
 
 
 
 
View original content:http://www.prnewswire.com/news-releases/education-social-services-disaster-relief-highlight-itc-community-giving-in-2017-300572882.html
SOURCE ITC Holdings Corp.

Article Date
12/19/2017
Close
11/9/2017 - ITC Holdings Corp. Announces Pricing of $500.0 Million Senior Notes Due 2022 and $500.0 Million Senior Notes Due 2027
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ITC Holdings Corp. Announces Pricing of $500.0 Million Senior Notes Due 2022 and $500.0 Million Senior Notes Due 2027
Source: PR Newswire
NOVI, Mich., Nov. 9, 2017 /PRNewswire/ -- ITC Holdings Corp. ("ITC"), a subsidiary of Fortis Inc.  (TSX/NYSE: FTS), today announced that it has priced a previously announced private offering of $500.0 million aggregate principal amount of its 2.700% senior unsecured notes due 2022 (the "2022 notes") and $500.0 million aggregate principal amount of its 3.350% senior unsecured notes due 2027 (the "2027 notes" and, together with the 2022 notes, the "notes").  The offering is expected to close on November 14, 2017, subject to the satisfaction of customary closing conditions.
ITC intends to use the net proceeds from this offering to redeem in full $385.0 million aggregate principal amount of ITC's 6.050% Senior Notes due January 31, 2018, and to pay the associated call premiums, to repay indebtedness outstanding under ITC's term loan credit agreement, revolving credit agreement and commercial paper program, and for general corporate purposes.
The notes are being offered in the United States only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act.  The initial issuance and sale of the notes will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and the notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable securities laws of any other jurisdiction.  ITC has agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") pursuant to which ITC will either offer to exchange the notes for substantially similar registered notes or register the resale of the notes.  This press release does not and will not constitute an offer to sell any of the notes or the solicitation of an offer to buy any of the notes described herein or any other securities, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.  This press release does not constitute a notice of redemption with respect to ITC's 6.050% Senior Notes due January 31, 2018, intended to be redeemed with the net proceeds of the offering.
About ITC Holdings Corp.
ITC is the largest independent electricity transmission company in the United States. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, allow new generating resources to interconnect to its transmission systems and lower the overall cost of delivered energy. Through its regulated operating subsidiaries ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains, ITC owns and operates high-voltage transmission infrastructure in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, and in development in Wisconsin. These systems serve a combined peak load exceeding 26,000 megawatts along approximately 15,800 circuit miles of transmission line, supported by 660 employees and nearly 1,000 contractors across our expanding footprint. ITC's grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities. For further information visit www.itc-holdings.com. ITC is a subsidiary of Fortis Inc. (TSX/NYSE:FTS), a leader in the North American regulated electric and gas utility industry. For further information visit www.fortisinc.com.
Safe Harbor Statement
This press release contains certain statements that describe our management's beliefs concerning future business conditions, plans and prospects, growth opportunities and the outlook for our business and the electric transmission industry based upon information currently available.  Such statements are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Wherever possible, we have identified these forward-looking statements by words such as "will," "may," "anticipates," "believes," "intends," "estimates," "expects," "projects" and similar phrases.  These forward-looking statements are based upon assumptions our management believes are reasonable.  Such forward-looking statements are subject to risks and uncertainties which could cause our actual results, performance and achievements to differ materially from those expressed in, or implied by, these statements, including, among others, the risks and uncertainties disclosed in our annual reports on Form 10-K, quarterly reports on Form 10-Q and other filings made with the SEC from time to time.  There can be no assurance that the offering will be completed.  ITC assumes no obligation to update any forward-looking statements.
View original content with multimedia:http://www.prnewswire.com/news-releases/itc-holdings-corp-announces-pricing-of-5000-million-senior-notes-due-2022-and-5000-million-senior-notes-due-2027-300553336.html
SOURCE ITC Holdings Corp.

Article Date
11/9/2017
Close
11/9/2017 - ITC Holdings Corp. Announces Offering of Senior Notes Due 2022 and Senior Notes Due 2027
X
ITC Holdings Corp. Announces Offering of Senior Notes Due 2022 and Senior Notes Due 2027
Source: PR Newswire
Orignial Article: https://www.prnewswire.co...
NOVI, Mich., Nov. 9, 2017 /PRNewswire/ -- ITC Holdings Corp. ("ITC"), a subsidiary of Fortis Inc. (TSX/NYSE:FTS), today announced it has commenced a private offering of senior unsecured notes in two tranches of senior unsecured notes due 2022 (the "2022 notes") and senior unsecured notes due 2027 (the "2027 notes" and, together with the 2022 notes, the "notes").
ITC intends to use the net proceeds from this offering to redeem in full $385.0 million aggregate principal amount of ITC's 6.050% Senior Notes due January 31, 2018, and to pay the associated call premiums, to repay indebtedness outstanding under ITC's term loan credit agreement, revolving credit agreement and commercial paper program, and for general corporate purposes. Completion of the offering is subject to, among other things, pricing and market conditions.
The notes will be offered in the United States only to persons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The initial issuance and sale of the notes will not be registered under the Securities Act or the securities laws of any other jurisdiction, and the notes may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable securities laws of any other jurisdiction.  ITC has agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") pursuant to which ITC will either offer to exchange the notes for substantially similar registered notes or register the resale of the notes.  This press release does not and will not constitute an offer to sell any of the notes or the solicitation of an offer to buy any of the notes described herein or any other securities, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.  This press release does not constitute a notice of redemption with respect to ITC's 6.050% Senior Notes due January 31, 2018, intended to be redeemed with the net proceeds of the offering.
About ITC Holdings Corp.
ITC is the largest independent electricity transmission company in the United States. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, allow new generating resources to interconnect to its transmission systems and lower the overall cost of delivered energy. Through its regulated operating subsidiaries ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains, ITC owns and operates high-voltage transmission infrastructure in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, and in development in Wisconsin. These systems serve a combined peak load exceeding 26,000 megawatts along approximately 15,800 circuit miles of transmission line, supported by 660 employees and nearly 1,000 contractors across our expanding footprint. ITC's grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities. For further information visit www.itc-holdings.com. ITC is a subsidiary of Fortis Inc. (TSX/NYSE:FTS), a leader in the North American regulated electric and gas utility industry. For further information visit www.fortisinc.com.
Safe Harbor Statement
This press release contains certain statements that describe our management's beliefs concerning future business conditions, plans and prospects, growth opportunities and the outlook for our business and the electric transmission industry based upon information currently available.  Such statements are "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Wherever possible, we have identified these forward-looking statements by words such as "will," "may," "anticipates," "believes," "intends," "estimates," "expects," "projects" and similar phrases.  These forward-looking statements are based upon assumptions our management believes are reasonable.  Such forward-looking statements are subject to risks and uncertainties which could cause our actual results, performance and achievements to differ materially from those expressed in, or implied by, these statements, including, among others, the risks and uncertainties disclosed in our annual reports on Form 10-K, quarterly reports on Form 10-Q and other filings made with the SEC from time to time.  There can be no assurance that the offering will be completed.  ITC assumes no obligation to update any forward-looking statements.
View original content with multimedia:http://www.prnewswire.com/news-releases/itc-holdings-corp-announces-offering-of-senior-notes-due-2022-and-senior-notes-due-2027-300552905.html
SOURCE ITC Holdings Corp.

Article Date
11/9/2017
Close
10/11/2016 - Kansas Corporation Commission Approves Fortis Inc. Acquisition of ITC Holdings Corp.
X
Kansas Corporation Commission Approves Fortis Inc. Acquisition of ITC Holdings Corp.
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
ST. JOHN'S, Newfoundland and Labrador and NOVI, Mich., Oct. 11, 2016 /PRNewswire/ -- Fortis Inc. ("Fortis" or the "Corporation") (TSX:FTS) and ITC Holdings Corp. ("ITC") (NYSE:ITC) announced today that the Kansas Corporation Commission ("KCC") has voted to approve their application authorizing Fortis to proceed with its acquisition of ITC.  This approval completes all required regulatory authorizations for the acquisition.  
"We are pleased with the approval from the KCC, and look forward to continuing to serve the transmission needs of the State of Kansas," said Barry Perry, President and Chief Executive Officer of Fortis. "Fortis appreciates the work by all federal and state regulators who have considered the Fortis acquisition of ITC."
"We appreciate the work by the KCC commissioners and staff throughout this process," said Joseph L. Welch, Chairman, President and Chief Executive Officer of ITC. "We look forward to closing the transaction and finalizing matters related to company integration."
Fortis and ITC shareholders approved the acquisition at shareholder meetings held on May 5 and June 22, 2016, respectively. Approval required from the Committee on Foreign Investment in the United States was received on July 8, 2016, and the post-filing waiting period under the Hart‑Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired August 10, 2016. Approvals from the Oklahoma Corporation Commission, the Illinois Commerce Commission, the Missouri Public Service Commission and the Public Service Commission of Wisconsin were received on August 16 and 24, 2016, September 14, 2016 and October 6, 2016, respectively.  The Federal Energy Regulatory Commission authorized the acquisition on September 23, 2016.  All applicable consents related to the transfer of control of licenses were received from the Federal Communications Commission as of September 21, 2016.
About Fortis:
Fortis is a leader in the North American electric and gas utility business, with total assets of approximately CAD$29 billion and fiscal 2015 revenue of CAD$6.7 billion. The Corporation's asset mix is approximately 94% regulated (69% electric, 25% gas), with the remaining 6% comprised of non-regulated energy infrastructure. The Corporation's regulated utilities serve more than 3 million customers across Canada, the United States and the Caribbean.

Fortis shares are listed on the TSX and trade under the symbol FTS. Additional information can be accessed at www.fortisinc.com, www.sedar.com, or www.sec.gov.
About ITC:
ITC is the largest independent electric transmission company in the United States. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, allow new generating resources to interconnect to its transmission systems and lower the overall cost of delivered energy. Through its regulated operating subsidiaries ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains, ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along approximately 15,700 circuit miles of transmission line. ITC's grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities. Additional information can be accessed at www.itc-holdings.com or www.sec.gov. (ITC-itc-F). 
Fortis and ITC include forward-looking statements in this news release within the meaning of applicable securities laws including the Private Securities Litigation Reform Act of 1995. Forward‑looking statements included in this news release reflect expectations of Fortis and/or ITC management regarding future growth, results of operations, performance, business prospects and opportunities. Wherever possible, words such as "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "target", "will", "would" and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking statements, which include, without limitation, statements related to the acquisition of ITC.
Forward-looking statements involve significant risk, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking statements. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time to time in the forward-looking statements. Such risk factors or assumptions include, but are not limited to, risks relating to failure to complete the acquisition and the timing, and risks relating to the potential decline in the Fortis share price negatively impacting the value of the consideration offered to ITC shareholders. Fortis and ITC caution readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. For additional information with respect to certain of these risks or factors, reference should be made to the continuous disclosure materials filed from time to time by Fortis or ITC with Canadian securities regulatory authorities and the Securities and Exchange Commission. Fortis and ITC disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Additional Information and Where to Find It:
Fortis filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form F-4 including a proxy statement of ITC and a prospectus of Fortis, and other documents in connection with the acquisition by Fortis of ITC, which was declared effective by the SEC on May 16, 2016. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other document that Fortis and/or ITC has filed or may file with the SEC in connection with the acquisition. INVESTORS AND SECURITY HOLDERS OF FORTIS AND ITC ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER FILINGS THAT MAY BE MADE WITH THE SEC IN CONNECTION WITH THE ACQUISITION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION. The registration statement and proxy statement/prospectus containing the definitive proxy statement/prospectus and other documents filed by Fortis and/or ITC with the SEC are available free of charge at the SEC's website at www.sec.gov, on Fortis' website at www.fortisinc.com or by contacting Fortis' Investor Relations department. Copies of the document filed with the SEC by ITC can also be obtained free of charge from ITC upon written request to ITC at ITC, Investor Relations, 27175 Energy Way, Novi, MI 48377. You may also read and copy any reports, statements and other information filed by Fortis and ITC with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
SOURCE ITC Holdings Corp.

Article Date
10/11/2016
Close
9/26/2016 - Fortis Inc. and GIC Acquisition of ITC Holdings Corp. Authorized by the Federal Energy Regulatory Commission
X
Fortis Inc. and GIC Acquisition of ITC Holdings Corp. Authorized by the Federal Energy Regulatory Commission
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
ST. JOHN'S, Newfoundland and Labrador and NOVI, Mich., Sept. 26, 2016 /PRNewswire/ -- Fortis Inc. ("Fortis" or "the Corporation") (TSX:FTS), ITC Holdings Corp. ("ITC") (NYSE:ITC) and GIC Private Limited ("GIC") today announced that the Federal Energy Regulatory Commission ("FERC") has authorized the acquisition of ITC by Fortis and a subsidiary of GIC.
"This ruling from FERC is a key milestone toward finalizing the transaction," said Barry Perry, President and Chief Executive Officer of Fortis.  "We appreciate the FERC's conclusion that the transaction is consistent with the public interest."
"In keeping with Fortis' operating model, ITC will remain a standalone transmission company, led by their strong, experienced management team and employees.  At the same time we remain committed to meeting the energy needs of our existing and future customers and communities," added Mr. Perry.
"We are pleased with FERC's ruling and will continue to work through the regulatory approval process at the State level," said Joseph L. Welch, Chairman, President and Chief Executive Officer of ITC.  "ITC will continue to maintain local control and remain focused on providing the same standards of operational excellence and reliability." 
"The endorsement from both Fortis and ITC shareholders, State approvals received to date, and the FERC authorization, supports our confidence that this transaction will close by year end," concluded Mr. Perry.
Fortis and ITC shareholders approved the acquisition at shareholder meetings held on May 5 and June 22, 2016, respectively.  Approval required from the Committee on Foreign Investment in the United States was received on July 8, 2016, and the post-filing waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired August 10, 2016.  Approvals from the Oklahoma Corporation Commission, the Illinois Commerce Commission and the Missouri Public Service Commission were received on August 16, 2016, August 24, 2016 and September 14, 2016, respectively.  The Public Service Commission of Wisconsin voted on September 22, 2016 to approve the acquisition, subject to conditions to be confirmed in an official Commission Order to follow.  All applicable consents related to the transfer of control of licenses were received from the Federal Communications Commission as of September 21, 2016. The closing of the transaction remains subject to receipt of regulatory authorizations from the state of Kansas.
About Fortis 
Fortis is a leader in the North American electric and gas utility business, with total assets of approximately CAD$29 billion and fiscal 2015 revenue of CAD$6.7 billion. The Corporation's asset mix is approximately 94% regulated (69% electric, 25% gas), with the remaining 6% comprised of non-regulated energy infrastructure. The Corporation's regulated utilities serve more than 3 million customers across Canada, the United States and the Caribbean.
Fortis shares are listed on the TSX and trade under the symbol FTS.  Additional information can be accessed at www.fortisinc.com, www.sedar.com, or www.sec.gov.
About ITC:
ITC is the largest independent electric transmission company in the United States. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, allow new generating resources to interconnect to its transmission systems and lower the overall cost of delivered energy. Through its regulated operating subsidiaries ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains, ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along approximately 15,700 circuit miles of transmission line. ITC's grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities. Additional information can be accessed at www.itc-holdings.com or www.sec.gov. (ITC-itc-F).
About GIC
GIC is a leading global investment firm with well over US$100 billion in assets under management. Established in 1981 to secure the financial future of Singapore, the firm manages Singapore's foreign reserves. With its disciplined long-term value approach, GIC is uniquely positioned to invest in both the public and private markets, including equities, fixed income, real estate, private equity and infrastructure. In infrastructure, GIC's primary strategy is to invest directly in operating infrastructure assets with a high degree of cash flow visibility and which provide a hedge against inflation. These include mature, low to moderate-risk assets in developed markets, complemented by investments with higher growth potential in emerging markets. GIC employs over 1,300 people across offices in Singapore, Beijing, London, Mumbai, New York, San Francisco, Sao Paulo, Seoul, Shanghai, and Tokyo. For more information, please visit www.gic.com.sg.
Fortis and ITC include forward-looking statements in this press release within the meaning of applicable securities laws including the Private Securities Litigation Reform Act of 1995. Forward-looking statements included in this press release reflect expectations of Fortis and/or ITC management regarding future growth, results of operations, performance, business prospects and opportunities.  Wherever possible, words such as "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "target", "will", "would" and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking statements, which include, without limitation: statements related to the acquisition of ITC, the expected timing, and conditions precedent to the closing of the acquisition, including remaining regulatory approvals, and the expectation that ITC will operate as a standalone company under the ownership structure of Fortis following the acquisition.
Forward-looking statements involve significant risk, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking statements. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time to time in the forward-looking statements. Such risk factors or assumptions include, but are not limited to, risks relating to the ability to obtain the remaining regulatory approvals in connection with the acquisition and the timing and terms thereof, risks relating to failure to complete the acquisition and the timing thereof and the risk that conditions to the acquisition may not be satisfied, and risks relating to the potential decline in the Fortis share price negatively impacting the value of the consideration offered to ITC shareholders. Fortis and ITC caution readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. For additional information with respect to certain of these risks or factors, reference should be made to the continuous disclosure materials filed from time to time by Fortis or ITC with Canadian securities regulatory authorities and the Securities and Exchange Commission.  Fortis and ITC disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
Fortis filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form F-4 including a proxy statement of ITC and a prospectus of Fortis, and other documents in connection with the acquisition by Fortis of ITC, which was declared effective by the SEC on May 16, 2016. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other document that Fortis and/or ITC has filed or may file with the SEC in connection with the acquisition. INVESTORS AND SECURITY HOLDERS OF FORTIS AND ITC ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER FILINGS THAT MAY BE MADE WITH THE SEC IN CONNECTION WITH THE ACQUISITION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION. The registration statement and proxy statement/prospectus containing the definitive proxy statement/prospectus and other documents filed by Fortis and/or ITC with the SEC are available free of charge at the SEC's website at www.sec.gov, on Fortis' website at www.fortisinc.com or by contacting Fortis' Investor Relations department. Copies of the document filed with the SEC by ITC can also be obtained free of charge from ITC upon written request to ITC at ITC, Investor Relations, 27175 Energy Way, Novi, MI 48377. You may also read and copy any reports, statements and other information filed by Fortis and ITC with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
SOURCE ITC Holdings Corp.

Article Date
9/26/2016
Close
9/23/2016 - Public Service Commission of Wisconsin Votes to Approve Fortis Inc. Acquisition of ITC Holdings Corp.
X
Public Service Commission of Wisconsin Votes to Approve Fortis Inc. Acquisition of ITC Holdings Corp.
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
ST. JOHN'S, Newfoundland and Labrador and NOVI, Mich., Sept. 23, 2016 /PRNewswire/ -- Fortis Inc. ("Fortis" or "the Corporation") (TSX: FTS) and ITC Holdings Corp. ("ITC") (NYSE: ITC) today announced that the Public Service Commission of Wisconsin ("PSCW") has voted to approve their application authorizing Fortis to proceed with its acquisition of ITC, subject to conditions consistent with those proposed in the application, to be confirmed in an official Commission Order to follow.  This marks another significant advancement in the regulatory approval process for this transaction. 
"We are pleased with the vote from the PSCW, and look forward to doing business in the State of Wisconsin," said Barry Perry, President and Chief Executive Officer of Fortis.  "We appreciate the thoughtful deliberation of the Commission in working through the complexities of the case."
"We also appreciate the work by the Commissioners and staff throughout this process and for reaffirming ITC's independent status," said Joseph L. Welch, Chairman, President and Chief Executive Officer of ITC.  "We also look forward to continuing our MVP 5 project development work with our utility partners in Wisconsin."
Fortis and ITC shareholders approved the acquisition at shareholder meetings held on May 5 and June 22, 2016, respectively.  Approval required from the Committee on Foreign Investment in the United States was received on July 8, 2016, and the post-filing waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired August 10, 2016.  Approvals from the Oklahoma Corporation Commission, the Illinois Commerce Commission and the Missouri Public Service Commission were received on August 16, 2016, August 24, 2016 and September 14, 2016, respectively.  All applicable consents related to the transfer of control of licenses were received from the FCC as of September 21, 2016. The closing of the transaction remains subject to receipt of regulatory authorizations from FERC and the state of Kansas.
About Fortis 
Fortis is a leader in the North American electric and gas utility business, with total assets of approximately CAD$29 billion and fiscal 2015 revenue of CAD$6.7 billion. The Corporation's asset mix is approximately 94% regulated (69% electric, 25% gas), with the remaining 6% comprised of non-regulated energy infrastructure. The Corporation's regulated utilities serve more than 3 million customers across Canada, the United States and the Caribbean.
Fortis shares are listed on the TSX and trade under the symbol FTS.  Additional information can be accessed at www.fortisinc.com, www.sedar.com, or www.sec.gov.
About ITC:
ITC is the largest independent electric transmission company in the United States. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, allow new generating resources to interconnect to its transmission systems and lower the overall cost of delivered energy. Through its regulated operating subsidiaries ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains, ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along approximately 15,700 circuit miles of transmission line. ITC's grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities. Additional information can be accessed at www.itc-holdings.com or www.sec.gov. (ITC-itc-F).
Fortis and ITC include forward-looking statements in this press release within the meaning of applicable securities laws including the Private Securities Litigation Reform Act of 1995. Forward-looking statements included in this press release reflect expectations of Fortis and/or ITC management regarding future growth, results of operations, performance, business prospects and opportunities. Wherever possible, words such as "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "target", "will", "would" and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking statements, which include, without limitation: statements related to the acquisition of ITC, the expected timing, and conditions precedent to the closing of the acquisition, including regulatory approvals.
Forward-looking statements involve significant risk, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking statements. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time to time in the forward-looking statements. Such risk factors or assumptions include, but are not limited to, risks relating to the ability to obtain regulatory approvals in connection with the acquisition and the timing and terms thereof, risks relating to failure to complete the acquisition and the timing thereof and the risk that conditions to the acquisition may not be satisfied, and risks relating to the potential decline in the Fortis share price negatively impacting the value of the consideration offered to ITC shareholders. Fortis and ITC caution readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. For additional information with respect to certain of these risks or factors, reference should be made to the continuous disclosure materials filed from time to time by Fortis or ITC with Canadian securities regulatory authorities and the Securities and Exchange Commission. Fortis and ITC disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
Fortis filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form F-4 including a proxy statement of ITC and a prospectus of Fortis, and other documents in connection with the acquisition by Fortis of ITC, which was declared effective by the SEC on May 16, 2016. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other document that Fortis and/or ITC has filed or may file with the SEC in connection with the acquisition. INVESTORS AND SECURITY HOLDERS OF FORTIS AND ITC ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER FILINGS THAT MAY BE MADE WITH THE SEC IN CONNECTION WITH THE ACQUISITION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION. The registration statement and proxy statement/prospectus containing the definitive proxy statement/prospectus and other documents filed by Fortis and/or ITC with the SEC are available free of charge at the SEC's website at www.sec.gov, on Fortis' website at www.fortisinc.com or by contacting Fortis' Investor Relations department. Copies of the document filed with the SEC by ITC can also be obtained free of charge from ITC upon written request to ITC at ITC, Investor Relations, 27175 Energy Way, Novi, MI 48377. You may also read and copy any reports, statements and other information filed by Fortis and ITC with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
 
SOURCE ITC Holdings Corp.

Article Date
9/23/2016
Close
9/15/2016 - Fortis Inc. Acquisition of ITC Holdings Corp. Approved by Missouri Public Service Commission
X
Fortis Inc. Acquisition of ITC Holdings Corp. Approved by Missouri Public Service Commission
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
ST. JOHN'S, Newfoundland and Labrador and NOVI, Mich., Sept. 15, 2016 /PRNewswire/ -- Fortis Inc. ("Fortis" or "the Corporation") (TSX:FTS) and ITC Holdings Corp. ("ITC") (NYSE:ITC) today announced that the Missouri Public Service Commission ("MPSC") has approved their application authorizing Fortis to proceed with its acquisition of ITC.  The decision marks another significant advancement in the regulatory approval process. 
"We are pleased to receive approval from the MPSC, and look forward to continuing to serve the transmission needs of the State of Missouri," said Barry Perry, President and Chief Executive Officer of Fortis.  "The transaction continues to move forward on schedule and is expected to close by the end of the year."
"We appreciate the work by the Commissioners and staff throughout this process," said Joseph L. Welch, Chairman, President and Chief Executive Officer of ITC.  "We look forward to continued discussions to grow our business across the State."
As is customary in Missouri, the approval order takes effect on a future date; in this case, the order is effective September 24, 2016.
Fortis and ITC shareholders approved the acquisition at shareholder meetings held on May 5 and June 22, 2016, respectively.  Approval required from the Committee on Foreign Investment in the United States was received on July 8, 2016, and the post-filing waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired August 10, 2016.  Approvals from the Oklahoma Corporation Commission and the Illinois Commerce Commission were received on August 16 and August 23, 2016, respectively.  The closing of the acquisition of ITC remains subject to receipt of certain other regulatory authorizations, including FERC and remaining State approvals.
About Fortis 
Fortis is a leader in the North American electric and gas utility business, with total assets of approximately CAD$29 billion and fiscal 2015 revenue of CAD$6.7 billion. The Corporation's asset mix is approximately 94% regulated (69% electric, 25% gas), with the remaining 6% comprised of non-regulated energy infrastructure. The Corporation's regulated utilities serve more than 3 million customers across Canada, the United States and the Caribbean.
Fortis shares are listed on the TSX and trade under the symbol FTS.  Additional information can be accessed at www.fortisinc.com, www.sedar.com, or www.sec.gov.
About ITC:
ITC is the largest independent electric transmission company in the United States. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, allow new generating resources to interconnect to its transmission systems and lower the overall cost of delivered energy. Through its regulated operating subsidiaries ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains, ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along approximately 15,700 circuit miles of transmission line. ITC's grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities. Additional information can be accessed at www.itc-holdings.com or www.sec.gov. (ITC-itc-F).
Fortis and ITC include forward-looking statements in this press release within the meaning of applicable securities laws including the Private Securities Litigation Reform Act of 1995. Forward-looking statements included in this press release reflect expectations of Fortis and/or ITC management regarding future growth, results of operations, performance, business prospects and opportunities. Wherever possible, words such as "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "target", "will", "would" and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking statements, which include, without limitation: statements related to the acquisition of ITC, the expected timing, and conditions precedent to the closing of the acquisition, including regulatory approvals.
Forward-looking statements involve significant risk, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking statements. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time to time in the forward-looking statements. Such risk factors or assumptions include, but are not limited to, risks relating to the ability to obtain regulatory approvals in connection with the acquisition and the timing and terms thereof, risks relating to failure to complete the acquisition and the timing thereof and the risk that conditions to the acquisition may not be satisfied, and risks relating to the potential decline in the Fortis share price negatively impacting the value of the consideration offered to ITC shareholders. Fortis and ITC caution readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. For additional information with respect to certain of these risks or factors, reference should be made to the continuous disclosure materials filed from time to time by Fortis or ITC with Canadian securities regulatory authorities and the Securities and Exchange Commission. Fortis and ITC disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
Fortis filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form F-4 including a proxy statement of ITC and a prospectus of Fortis, and other documents in connection with the acquisition by Fortis of ITC, which was declared effective by the SEC on May 16, 2016. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other document that Fortis and/or ITC has filed or may file with the SEC in connection with the acquisition. INVESTORS AND SECURITY HOLDERS OF FORTIS AND ITC ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER FILINGS THAT MAY BE MADE WITH THE SEC IN CONNECTION WITH THE ACQUISITION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION. The registration statement and proxy statement/prospectus containing the definitive proxy statement/prospectus and other documents filed by Fortis and/or ITC with the SEC are available free of charge at the SEC's website at www.sec.gov, on Fortis' website at www.fortisinc.com or by contacting Fortis' Investor Relations department. Copies of the document filed with the SEC by ITC can also be obtained free of charge from ITC upon written request to ITC at ITC, Investor Relations, 27175 Energy Way, Novi, MI 48377. You may also read and copy any reports, statements and other information filed by Fortis and ITC with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
 
SOURCE ITC Holdings Corp.

Article Date
9/15/2016
Close
8/25/2016 - Fortis Inc. Acquisition of ITC Holdings Corp. Approved by Illinois Commerce Commission
X
Fortis Inc. Acquisition of ITC Holdings Corp. Approved by Illinois Commerce Commission
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
ST. JOHN'S, Newfoundland and Labrador and NOVI, Mich., Aug. 25, 2016 /PRNewswire/ -- Fortis Inc. ("Fortis" or "the Corporation") (TSX: FTS) and ITC Holdings Corp. ("ITC") (NYSE: ITC) today announced that the Illinois Commerce Commission ("ICC") has approved its application authorizing Fortis to proceed with its acquisition of ITC.  The decision marks another significant advancement in the regulatory approval process.  The transaction is expected to close by the end of the year. 
"We are pleased to receive approval from the ICC, and look forward to continuing to serve the transmission needs of the State of Illinois," said Barry Perry, President and Chief Executive Officer of Fortis.
"This approval solidifies our continued commitment to the State of Illinois, and we are appreciative of the timely work by the staff, Jo Carroll Energy and the Commissioners throughout this process," said Joseph L. Welch, Chairman, President and Chief Executive Officer of ITC. 
Fortis and ITC shareholders approved the acquisition at shareholder meetings held on May 5 and June 22, 2016, respectively.  Approval required from the Committee on Foreign Investment in the United States was received on July 8, 2016, and the post-filing waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired August 10, 2016.  Approval from the Oklahoma Corporation Commission was received on August 16, 2016.  The closing of the acquisition of ITC remains subject to receipt of certain other regulatory authorizations, including FERC and remaining State approvals.
About Fortis 
Fortis is a leader in the North American electric and gas utility business, with total assets of approximately CAD$29 billion and fiscal 2015 revenue of CAD$6.7 billion. The Corporation's asset mix is approximately 94% regulated (69% electric, 25% gas), with the remaining 6% comprised of non-regulated energy infrastructure. The Corporation's regulated utilities serve more than 3 million customers across Canada, the United States and the Caribbean.
Fortis shares are listed on the TSX and trade under the symbol FTS.  Additional information can be accessed at www.fortisinc.com, www.sedar.com, or www.sec.gov.
About ITC:
ITC is the largest independent electric transmission company in the United States. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, allow new generating resources to interconnect to its transmission systems and lower the overall cost of delivered energy. Through its regulated operating subsidiaries ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains, ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along approximately 15,700 circuit miles of transmission line. ITC's grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities. Additional information can be accessed at www.itc-holdings.com or www.sec.gov. (ITC-itc-F).
Fortis and ITC include forward-looking statements in this press release within the meaning of applicable securities laws including the Private Securities Litigation Reform Act of 1995. Forward-looking statements included in this press release reflect expectations of Fortis and/or ITC management regarding future growth, results of operations, performance, business prospects and opportunities. Wherever possible, words such as "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "target", "will", "would" and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking statements, which include, without limitation: statements related to the acquisition of ITC, the expected timing, and conditions precedent to the closing of the acquisition, including regulatory approvals.
Forward-looking statements involve significant risk, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking statements. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time to time in the forward-looking statements. Such risk factors or assumptions include, but are not limited to, risks relating to the ability to obtain regulatory approvals in connection with the acquisition and the timing and terms thereof, risks relating to failure to complete the acquisition and the timing thereof and the risk that conditions to the acquisition may not be satisfied, and risks relating to the potential decline in the Fortis share price negatively impacting the value of the consideration offered to ITC shareholders. Fortis and ITC caution readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. For additional information with respect to certain of these risks or factors, reference should be made to the continuous disclosure materials filed from time to time by Fortis or ITC with Canadian securities regulatory authorities and the Securities and Exchange Commission. Fortis and ITC disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
Fortis filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form F-4 including a proxy statement of ITC and a prospectus of Fortis, and other documents in connection with the acquisition by Fortis of ITC, which was declared effective by the SEC on May 16, 2016. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other document that Fortis and/or ITC has filed or may file with the SEC in connection with the acquisition. INVESTORS AND SECURITY HOLDERS OF FORTIS AND ITC ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER FILINGS THAT MAY BE MADE WITH THE SEC IN CONNECTION WITH THE ACQUISITION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION. The registration statement and proxy statement/prospectus containing the definitive proxy statement/prospectus and other documents filed by Fortis and/or ITC with the SEC are available free of charge at the SEC's website at www.sec.gov, on Fortis' website at www.fortisinc.com or by contacting Fortis' Investor Relations department. Copies of the document filed with the SEC by ITC can also be obtained free of charge from ITC upon written request to ITC at ITC, Investor Relations, 27175 Energy Way, Novi, MI 48377. You may also read and copy any reports, statements and other information filed by Fortis and ITC with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
SOURCE ITC Holdings Corp.

Article Date
8/25/2016
Close
8/16/2016 - Fortis Inc. Acquisition of ITC Holdings Corp. Approved by Oklahoma Corporation Commission
X
Fortis Inc. Acquisition of ITC Holdings Corp. Approved by Oklahoma Corporation Commission
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
ST. JOHN'S, Newfoundland and Labrador and NOVI, Mich., Aug. 16, 2016 /PRNewswire/ -- Fortis Inc. ("Fortis" or "the Corporation") (TSX: FTS) and ITC Holdings Corp. ("ITC") (NYSE: ITC) today announced the final approval of the Oklahoma Corporation Commission ("OCC") of the Corporation's application to acquire ITC.   The approval marks another milestone in the regulatory approval process with the transaction expecting to close by the end of the year. 
"The Oklahoma Corporation Commission plays an important role in protecting the interests of all Oklahomans," said Barry Perry, President and Chief Executive Officer of Fortis.  "We are pleased with the approval from the OCC, and look forward to continuing to serve the transmission needs of the State of Oklahoma." 
"We appreciate the work by the Commissioners and staff throughout this process," said Joseph L. Welch, Chairman, President and Chief Executive Officer of ITC.  "We remain committed to the State of Oklahoma and look forward to continued discussions to grow our business across the State."
Fortis and ITC shareholders approved the acquisition at shareholder meetings held on May 5 and June 22, 2016, respectively.  Approval required from the Committee on Foreign Investment in the United States was received on July 8, 2016, and the post-filing waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired August 10, 2016. The closing of the acquisition of ITC remains subject to receipt of certain other regulatory authorizations, including other State approvals.
About Fortis 
Fortis is a leader in the North American electric and gas utility business, with total assets of approximately CAD$29 billion and fiscal 2015 revenue of CAD$6.7 billion. The Corporation's asset mix is approximately 94% regulated (69% electric, 25% gas), with the remaining 6% comprised of non-regulated energy infrastructure. The Corporation's regulated utilities serve more than 3 million customers across Canada, the United States and the Caribbean.
Fortis shares are listed on the TSX and trade under the symbol FTS.  Additional information can be accessed at www.fortisinc.com, www.sedar.com, or www.sec.gov.
About ITC:
ITC is the largest independent electric transmission company in the United States. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, allow new generating resources to interconnect to its transmission systems and lower the overall cost of delivered energy. Through its regulated operating subsidiaries ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains, ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along approximately 15,700 circuit miles of transmission line. ITC's grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities. Additional information can be accessed at www.itc-holdings.com or www.sec.gov. (ITC-itc-F)
Fortis and ITC include forward-looking statements in this press release within the meaning of applicable securities laws including the Private Securities Litigation Reform Act of 1995. Forward-looking statements included in this press release reflect expectations of Fortis and/or ITC management regarding future growth, results of operations, performance, business prospects and opportunities. Wherever possible, words such as "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "target", "will", "would" and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking statements, which include, without limitation: statements related to the acquisition of ITC, the expected timing, and conditions precedent to the closing of the acquisition, including regulatory approvals.
Forward-looking statements involve significant risk, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking statements. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time to time in the forward-looking statements. Such risk factors or assumptions include, but are not limited to, risks relating to the ability to obtain regulatory approvals in connection with the acquisition and the timing and terms thereof, risks relating to failure to complete the acquisition and the timing thereof and the risk that conditions to the acquisition may not be satisfied, and risks relating to the potential decline in the Fortis share price negatively impacting the value of the consideration offered to ITC shareholders. Fortis and ITC caution readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. For additional information with respect to certain of these risks or factors, reference should be made to the continuous disclosure materials filed from time to time by Fortis or ITC with Canadian securities regulatory authorities and the Securities and Exchange Commission. Fortis and ITC disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
Fortis filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form F-4 including a proxy statement of ITC and a prospectus of Fortis, and other documents in connection with the acquisition by Fortis of ITC, which was declared effective by the SEC on May 16, 2016. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other document that Fortis and/or ITC has filed or may file with the SEC in connection with the acquisition. INVESTORS AND SECURITY HOLDERS OF FORTIS AND ITC ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER FILINGS THAT MAY BE MADE WITH THE SEC IN CONNECTION WITH THE ACQUISITION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION. The registration statement and proxy statement/prospectus containing the definitive proxy statement/prospectus and other documents filed by Fortis and/or ITC with the SEC are available free of charge at the SEC's website at www.sec.gov, on Fortis' website at www.fortisinc.com or by contacting Fortis' Investor Relations department. Copies of the document filed with the SEC by ITC can also be obtained free of charge from ITC upon written request to ITC at ITC, Investor Relations, 27175 Energy Way, Novi, MI 48377. You may also read and copy any reports, statements and other information filed by Fortis and ITC with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
SOURCE ITC Holdings Corp.

Article Date
8/16/2016
Close
8/12/2016 - Fortis Inc. and ITC Holdings Corp. Announce Expiration of Hart-Scott-Rodino Waiting Period
X
Fortis Inc. and ITC Holdings Corp. Announce Expiration of Hart-Scott-Rodino Waiting Period
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
ST. JOHN'S, Newfoundland and Labrador and NOVI, Mich., Aug. 12, 2016 /PRNewswire/ -- Fortis Inc. ("Fortis") (TSX: FTS) and ITC Holdings Corp. ("ITC") (NYSE: ITC) announced today the expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act") in respect of Fortis' proposed acquisition of ITC.  The waiting period under the HSR Act expired on August 10, 2016.
"Expiration of the waiting period under the HSR Act is seen as continued progress toward the completion of the transaction," said Barry Perry, President and CEO of Fortis.  "We remain on track to close the deal by the end of the year."
Fortis and ITC Shareholders approved the acquisition in votes held on May 5 and June 22, 2016, respectively.  The approval required from the Committee on Foreign Investment in the United States was received on July 8, 2016. The closing of the acquisition of ITC is subject to receipt of certain other regulatory authorizations, including State approvals. 
About Fortis 
Fortis is a leader in the North American electric and gas utility business, with total assets of approximately CAD$29 billion and fiscal 2015 revenue of CAD$6.7 billion. The Corporation's asset mix is approximately 94% regulated (69% electric, 25% gas), with the remaining 6% comprised of non-regulated energy infrastructure. The Corporation's regulated utilities serve more than 3 million customers across Canada, the United States and the Caribbean.
Fortis shares are listed on the TSX and trade under the symbol FTS.  Additional information can be accessed at www.fortisinc.com, www.sedar.com, or www.sec.gov.
About ITC 
ITC is the largest independent electric transmission company in the United States. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, allow new generating resources to interconnect to its transmission systems and lower the overall cost of delivered energy. Through its regulated operating subsidiaries ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains, ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along approximately 15,700 circuit miles of transmission line. ITC's grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities. Additional information can be accessed at www.itc-holdings.com or www.sec.gov. (ITC-itc-F)
Fortis and ITC include forward-looking statements in this press release within the meaning of applicable securities laws including the Private Securities Litigation Reform Act of 1995. Forward-looking statements included in this press release reflect expectations of Fortis and/or ITC management regarding future growth, results of operations, performance, business prospects and opportunities.  Wherever possible, words such as "anticipates", "believes", "budgets", "could", "estimates", "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "target", "will", "would" and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking statements, which include, without limitation: statements related to the acquisition of ITC, the expected timing, and conditions precedent to the closing of the acquisition, including regulatory approvals.
Forward-looking statements involve significant risk, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking statements. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time-to-time in the forward-looking statements. Such risk factors or assumptions include, but are not limited to, risks relating to the ability to obtain regulatory approvals in connection with the acquisition and the timing and terms thereof, risks relating to failure to complete the acquisition and the timing thereof and the risk that conditions to the acquisition may not be satisfied, and risks relating to the potential decline in the Fortis share price negatively impacting the value of the consideration offered to ITC shareholders. Fortis and ITC caution readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. For additional information with respect to certain of these risks or factors, reference should be made to the continuous disclosure materials filed from time to time by Fortis or ITC with Canadian securities regulatory authorities and the Securities and Exchange Commission.  Fortis and ITC disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
Fortis filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form F-4 including a proxy statement of ITC and a prospectus of Fortis, and other documents in connection with the acquisition by Fortis of ITC, which was declared effective by the SEC on May 16, 2016. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other document that Fortis and/or ITC has filed or may file with the SEC in connection with the acquisition. INVESTORS AND SECURITY HOLDERS OF FORTIS AND ITC ARE URGED TO READ THE REGISTRATION STATEMENT AND DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER FILINGS THAT MAY BE MADE WITH THE SEC IN CONNECTION WITH THE ACQUISITION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION. The registration statement and proxy statement/prospectus containing the definitive proxy statement/prospectus and other documents filed by Fortis and/or ITC with the SEC are available free of charge at the SEC's website at www.sec.gov, on Fortis' website at www.fortisinc.com or by contacting Fortis' Investor Relations department. Copies of the document filed with the SEC by ITC can also be obtained free of charge from ITC upon written request to ITC at ITC, Investor Relations, 27175 Energy Way, Novi, MI 48377. You may also read and copy any reports, statements and other information filed by Fortis and ITC with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
SOURCE ITC Holdings Corp.

Article Date
8/12/2016
Close
6/22/2016 - ITC Shareholders Approve Fortis Inc. Acquisition of ITC Holdings Corp.
X
ITC Shareholders Approve Fortis Inc. Acquisition of ITC Holdings Corp.
Source: PR Newswire
NOVI, Mich., June 22, 2016 /PRNewswire/ -- At the ITC Holdings Corp. ("ITC") (NYSE: ITC) Special Meeting of Shareholders held today in Novi, Michigan, shareholders approved the acquisition of ITC by Fortis Inc. ("Fortis") (TSX: FTS). 
"We are very pleased with the solid support from our shareholders for this transformative transaction," said Joseph L. Welch, Chairman, President and CEO of ITC. "Fortis is an outstanding company with a proven track record of successfully acquiring and managing U.S. based utilities in a decentralized manner.  This transaction accomplishes our objectives by better positioning the company to fulfill our long-term strategy of investing in transmission opportunities that improve reliability, expand access to power markets and allow new generating resources to interconnect to transmission systems while lowering the overall cost of delivered energy for customers."
"Our investors will receive an attractive premium for their investment and will also benefit from the opportunity to participate in any potential upside of the combination, including future value creation and a growing dividend program," added Welch.
"Today is another important milestone for Fortis and ITC.  The strong results of the ITC and Fortis shareholder votes, as well as the agreement with minority investor GIC Private Limited, demonstrates confidence in this strategic acquisition," said Barry Perry, President and CEO of Fortis.  "We remain focused on closing the transaction by the end of this year."
Under the terms of the transaction, ITC shareholders will receive US$22.57 in cash and 0.7520 of a Fortis common share for each ITC common share. Based on the February 8, 2016 closing price for Fortis common shares and the US$/C$ exchange rate on that date, the per share consideration offered by Fortis represents a premium of 33% over ITC's unaffected closing share price on November 27, 2015 and a 37% premium to ITC's unaffected average closing price over the 30-day period prior to November 27, 2015. The Fortis-ITC transaction was valued at approximately US$11.3 billion as of the close of markets on February 8, 2016.
The closing of the acquisition of ITC is expected to occur in late 2016 and is subject to receipt of certain regulatory approvals, including the approval of the Federal Energy Regulatory Commission, the Committee on Foreign Investment in the United States, and the United States Federal Trade Commission/Department of Justice under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as well as various state approvals, among others.
About ITC
ITC is the largest independent electric transmission company in the United States. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, allow new generating resources to interconnect to its transmission systems and lower the overall cost of delivered energy. Through its regulated operating subsidiaries ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains, ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along approximately 15,700 circuit miles of transmission line. ITC's grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities. (ITC-itc-F).
Additional information can be accessed at www.itc-holdings.com or www.edgar.com.
About Fortis
Fortis is a leader in the North American electric and gas utility business, with total assets of approximately CAD$28 billion and fiscal 2015 revenue of CAD$6.7 billion. The Corporation's asset mix is approximately 96% regulated (70% electric, 26% gas), with the remaining 4% comprised of non-regulated energy infrastructure. The Corporation's regulated utilities serve more than 3 million customers across Canada, the United States and the Caribbean.
Fortis shares are listed on the TSX and trade under the symbol FTS. Additional information can be accessed at www.fortisinc.com, www.sedar.com, or www.edgar.com.
About GIC
GIC is a leading global investment firm with well over US$100 billion in assets under management. Established in 1981 to secure the financial future of Singapore, the firm manages Singapore's foreign reserves. With its disciplined long-term value approach, GIC is uniquely positioned to invest in both the public and private markets, including equities, fixed income, real estate, private equity and infrastructure. GIC employs over 1,300 people across offices in Singapore, Beijing, London, Mumbai, New York, San Francisco, Sao Paulo, Seoul, Shanghai, and Tokyo. For more information, please visit www.gic.com.sg.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of applicable securities laws including the Private Securities Litigation Reform Act of 1995. Forward-looking statements included in this media release reflect expectations of Fortis management and ITC management regarding future growth, results of operations, performance and business prospects and opportunities. Wherever possible, words such as "anticipates", "believes", "budgets", "could", "estimates",  "expects", "forecasts", "intends", "may", "might", "plans", "projects", "schedule", "should", "target", "will",  "would" and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking statements, which include, without limitation, those statements related to the acquisition, the expected timing of the acquisition, and the satisfaction of the conditions precedent to the closing of the acquisition of ITC, including regulatory and governmental approvals. These statements reflect the current beliefs and are based on information currently available to Fortis' and ITC's management.
Forward-looking statements involve significant risks, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking statements. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time-to-time in the forward-looking statements. Such risk factors or assumptions include, but are not limited to, the risks and uncertainties disclosed in Fortis' filings with the Canadian securities regulators and ITC's annual report on Form 10-K and ITC's quarterly reports filed with the Securities and Exchange Commission, risks relating to failure to complete the acquisition and the timing thereof, the risk that conditions to the acquisition may not be satisfied, and risks relating to the potential decline in the Fortis share price negatively impacting the value of the consideration offered to ITC shareholders. Fortis and ITC each caution readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. For additional information with respect to certain of these risks or factors, reference should be made to the continuous disclosure materials filed from time to time by Fortis with Canadian and American securities regulatory authorities and by ITC with the Securities and Exchange Commission. Fortis and ITC each disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Additional Information and Where to Find It
Fortis filed with the United States Securities and Exchange Commission (the "SEC") a registration statement on Form F-4 including a proxy statement of ITC and a prospectus of Fortis, and other documents in connection with the acquisition by Fortis of ITC, which was declared effective by the SEC on May 16, 2016. This communication is not a substitute for the registration statement, definitive proxy statement/prospectus or any other document that Fortis and/or ITC has filed or may file with the SEC in connection with the acquisition. INVESTORS AND SECURITY HOLDERS OF FORTIS AND ITC ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER FILINGS THAT MAY BE MADE WITH THE SEC IN CONNECTION WITH THE ACQUISITION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION. The registration statement and proxy statement/prospectus containing the definitive proxy statement/prospectus and other documents filed by Fortis and/or ITC with the SEC are available free of charge at the SEC's website at www.sec.gov, on Fortis' website at www.fortisinc.com or by contacting Fortis' Investor Relations department. Copies of the document filed with the SEC by ITC can also be obtained free of charge from ITC upon written request to ITC at ITC, Investor Relations, 27175 Energy Way, Novi, MI 48377. You may also read and copy any reports, statements and other information filed by Fortis and ITC with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
SOURCE ITC Holdings Corp.

Article Date
6/22/2016
Close
5/19/2016 - ITC Holdings Corp. Sets Special Shareholder Meeting Date To Vote On Transaction With Fortis Inc.
X
ITC Holdings Corp. Sets Special Shareholder Meeting Date To Vote On Transaction With Fortis Inc.
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
NOVI, Mich., May 19, 2016 /PRNewswire/ -- ITC Holdings Corp. (NYSE: ITC) announced that it will hold a special meeting of its shareholders on June 22, 2016 at which shareholders will be asked to adopt and approve the previously announced transaction with Fortis Inc. (TSX: FTS).
On February 9, 2016, Fortis and ITC announced that the two companies had entered into an agreement and plan of merger pursuant to which Fortis will acquire ITC in a transaction valued at approximately US$11.3 billion. Under the terms of the transaction, ITC shareholders will receive US$22.57 in cash and 0.7520 Fortis shares per ITC share upon the closing of the transaction. Based on the closing price on February 8, 2016 for Fortis common shares and the US$/C$ exchange rate, the per share consideration represents a premium of 33% over ITC's unaffected closing share price on November 27, 2015 and a 37% premium to the unaffected average closing price over the 30 day period prior to November 27, 2015.
Fortis announced on April 20, 2016 that it had reached a definitive agreement with GIC Private Limited, Singapore's sovereign wealth fund, to acquire a 19.9% equity interest in ITC for aggregate consideration of US$1.228 billion in cash upon the closing of the transaction.
ITC shareholders of record as of the close of business on May 13, 2016 are entitled to receive notice of, and to vote at, the special meeting of shareholders. The special meeting of shareholders will be held at 9:00 a.m., Eastern time, on June 22, 2016 at ITC's corporate headquarters located at 27175 Energy Way, Novi, MI 48377.
The board of directors of each of ITC and Fortis have approved the proposed transaction. Fortis shareholders approved the transaction on May 5, 2016 at the Fortis Annual and Special Meeting of Shareholders.
The transaction remains subject to customary closing conditions, including approval of the merger by holders of a majority of the outstanding shares of ITC common stock, antitrust and other regulatory and federal clearances.
The transaction is expected to close in late 2016.
About ITC 
ITC Holdings Corp. (NYSE: ITC) is the nation's largest independent electric transmission company. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, lower the overall cost of delivered energy and allow new generating resources to interconnect to its transmission systems. Through its regulated operating subsidiaries ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains, ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along approximately 15,700 circuit miles of transmission line. ITC's grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities. Additional information can be accessed at www.itc-holdings.com or www.edgar.com. (ITC-itc-F)
About Fortis Inc. 
Fortis Inc. is a leader in the North American electric and gas utility business, with total assets of approximately $28 billion and fiscal 2015 revenue of $6.7 billion.  The Corporation's asset mix is approximately 96% regulated (70% electric, 26% gas), with the remaining 4% comprised of non‑regulated energy infrastructure.  The Corporation's regulated utilities serve more than 3 million customers across Canada, the United States and the Caribbean.
Fortis shares are listed on the TSX and trade under the symbol FTS. Additional information can be accessed at www.fortisinc.com or www.sedar.com.
Additional Information about the Acquisition and Where to Find It 
This communication may be deemed to be solicitation material in respect of the proposed merger involving ITC and Fortis. In connection with this proposed merger, Fortis has filed with the SEC a registration statement on Form F-4 that includes a prospectus of Fortis and a proxy statement of ITC, which ITC filed with the SEC on May 16, 2016. The registration statement on Form F-4 was declared effective by the SEC on May 16, 2016. ITC mailed the definitive proxy statement/prospectus to its shareholders on or about May 17, 2016. This communication is not a substitute for the proxy statement/prospectus or any other document filed or to be filed by ITC with the SEC in connection with the proposed merger. INVESTORS AND SECURITY HOLDERS OF ITC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT ITC, FORTIS, THE PROPOSED MERGER AND RELATED MATTERS.  The proxy statement/prospectus and other documents relating to the proposed merger (when they are available) can be obtained free of charge from the SEC's website at www.sec.gov. The documents, when available, can also be obtained free of charge from ITC upon written request to ITC, Investor Relations, 27175 Energy Way, Novi, MI 48377 or by calling 248-946-3000.
Participants in the Solicitation of Proxies 
ITC, Fortis and certain of their respective directors and executive officers and certain other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies in connection with the proposed merger. Information about the directors and executive officers of ITC may be found in its 2015 Annual Report on Form 10-K filed with the SEC, its proxy statement on Schedule 14A relating to its 2016 Annual Meeting of Shareholders and the proxy statement/prospectus, in each case as filed with the SEC. Information about Fortis' directors and executive officers may be found in its Management Information Circular available on its website at www.fortisinc.com.  Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with the proposed merger are contained in the proxy statement/prospectus that ITC filed with the SEC on May 16, 2016.
Forward Looking Statements 
This news release contains forward-looking statements within the meaning of applicable securities laws including the Private Securities Litigation Reform Act of 1995.  Forward-looking statements included in this media release reflect Fortis' and ITC's management's expectations regarding future growth, results of operations, performance, business prospects and opportunities and the outlook for ITC's business and the electronic transmission industry based on information currently available. Wherever possible, words such as "will", "anticipates", "believes", "expects", "intends", "assumes", "estimates", "projects", "expects", "plans", "seeks", "may", "could", "would", "can", "continue" and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking statements, which include, without limitation, those statements related to the proposed merger, the combined company's future business prospects and performance, growth potential, financial strength, market profile, revenues, proceeds, working capital, capital expenditures, investment valuations, liquidity, income, and margins, the satisfaction of the conditions precedent to the closing of the proposed merger, the expectation that Fortis will borrow funds to satisfy its obligation to pay the cash portion of the purchase price and will issue securities to pay the balance of the purchase price, the potential that termination fees may be payable if the potential merger is not completed, the future issuances of securities to repay or reduce the potential merger bridge financing facilities, the percentage of Fortis common shares to be held by ITC shareholders following the proposed merger, the intention of ITC to seek shareholder approval in relation to the proposed merger, the expectation that the proposed merger will be accretive in the first full year following closing and thereafter, that the proposed merger will support the annual dividend growth target of Fortis, the availability of future investment opportunities in the electrical transmission industry in the United States, the United States federal regulatory environment and expectations in respect of the continued support for investment in the transmission industry by FERC, the expectation that Fortis will maintain an investment-grade credit rating and will become an SEC registrant and have its common shares listed on the NYSE in connection with the proposed merger, the expectation that ITC will continue to operate as an stand-alone company following the proposed merger, will retain its current employees and will continue to be based in Novi, Michigan, the timing of closing of the proposed merger, the amount of indebtedness of ITC Holdings expected to have been incurred as of closing, and the impact of the CPP on the electrical transmission industry in the United States. These statements reflect management's current beliefs and are based on information currently available to Fortis' and ITC's management.
Forward-looking statements involve significant risk, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking statements. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time-to-time in the forward-looking statements. Such risk factors or assumptions include, but are not limited to, risks relating to regulation and energy prices, the ability to obtain shareholder and regulatory approvals in connection with the proposed merger and the timing and terms thereof, state and federal regulatory legislative decisions and actions, interloper risk, risks relating to uncertainty relating to the completion of the proposed merger and the timing thereof, the risk that conditions to the proposed merger may not be satisfied, risks relating to the focus of management time and attention on the proposed merger and other disruption from the proposed merger making it more difficult to maintain business and operational relationships, the possibility that the expected synergies and value creation from the proposed merger will not be realized, or will not be realized within the expected time period, the risk that ITC will not be integrated successfully, risks relating to the potential decline in the Fortis share price negatively impacting the value of the consideration offered to ITC shareholders, risks relating to the constraints that the minority investment may impose on Fortis' ability to operate the ITC business in accordance with its business plan following closing, risks relating to the ability of Fortis to access capital markets on favourable terms or at all, the cost of debt and equity capital, risks relating to the ability of Fortis to satisfy the conditions precedent in the bridge financing facilities in order to access funds to complete the proposed merger, general economic, market and political conditions, changes in regional economic and market conditions which could affect customer growth and energy usage, weather variations affecting energy use, the performance of the stock market and changing interest rate environment, which affect the value of pension and other retiree benefit plan assets and the related contribution requirements and expense, risks relating to derivatives and hedging, currency exchange rates, interest rates, capital resources, loss of service area, licences and permits, environmental risks, insurance risks, labour relations, risks relating to human resources, liquidity risks, resolution of pending litigation matters, changes in accounting standards, changes in critical accounting estimates, the ongoing restructuring of the electric industry, changes to long-term contracts, the cost of fuel and power supplies, cyber-attacks or challenges to our information security, and certain presently unknown or unforeseen factors, including, but not limited to, acts of terrorism. Fortis and ITC caution readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. For additional information with respect to certain of these risks or factors, reference should be made to the continuous disclosure materials filed from time to time by Fortis with Canadian securities regulatory authorities and to ITC's filings with the SEC, including the proxy statement/prospectus filed by ITC in connection with the proposed merger.  Fortis and ITC disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 
 
 
SOURCE ITC Holdings Corp.

Article Date
5/19/2016
Close
4/20/2016 - Fortis Completes The Minority Investor Process In Connection With The Pending Acquisition Of ITC Holdings Corp.
X
Fortis Completes The Minority Investor Process In Connection With The Pending Acquisition Of ITC Holdings Corp.
Source: PR Newswire
Orignial Article: http://www.prnewswire.com...
NOVI, Mich., April 20, 2016 /PRNewswire/ -- Fortis Inc. ("Fortis") (TSX: FTS) announced today that it has reached a definitive agreement with GIC Private Limited ("GIC"), Singapore's sovereign wealth fund, to acquire a 19.9% equity interest in ITC Holdings Corp. ("ITC") (NYSE: ITC) for aggregate consideration of US$1.228 billion in cash upon the closing of the acquisition.
This definitive agreement follows the announcement on February 9, 2016 that Fortis will acquire ITC in a transaction valued on announcement at approximately US$11.3 billion. With the definitive agreement for the sale of 19.9% of ITC to GIC, Fortis has completed a significant component of the ITC acquisition financing.
The financing of the ITC acquisition has been structured to allow Fortis to maintain an investment‑grade credit rating and is consistent with maintaining Fortis' existing capital structure. Financing for the cash portion of the acquisition purchase price will be achieved primarily through this minority investment sale, as well as through the issuance of approximately US$2 billion of Fortis debt.
"An important milestone in the acquisition of ITC has been accomplished," said Barry Perry, President and Chief Executive Officer of Fortis. "We are very pleased to be partnering with GIC in the future growth and development of ITC.  GIC is astute and thoughtful, with a proven track record in North American infrastructure investing. They share our vision for ITC and we look forward to working together in this partnership."
ITC Holdings Corp. President, CEO and Chairman of the Board, Joseph L. Welch, said, "GIC will be a great investment partner for Fortis as ITC builds on its success by continuing to take advantage of the growing opportunities for transmission investment in North America."
Rhys Evenden, Head of Infrastructure for North America at GIC, said, "We believe this is an attractive opportunity to partner with Fortis to invest in ITC.  Given the high quality transmission platform ITC offers, the strength of the Fortis management team, and GIC's long-term approach to infrastructure investing, we look forward to a successful transaction and partnership."
Upon closing of the acquisition, GIC will be granted certain customary minority rights in connection with its investment in ITC. Additional details will be contained in Amendment No. 1 to the Form F‑4 ("Amendment No. 1") to be filed by Fortis with the United States Securities and Exchange Commission ("SEC") in the coming days and will be available at www.sec.gov. When filed, Amendment No. 1 will be available under Fortis' issuer profile at www.sedar.com.
The closing of the acquisition of ITC is expected to occur in late 2016, and is subject to ITC and Fortis shareholder approvals, certain regulatory and federal approvals and other customary closing conditions.
Scotiabank acted as exclusive financial advisor to Fortis in connection with the ITC minority investor process. Citigroup Global Markets Inc. acted as financial advisor to GIC on this transaction.
About Fortis
Fortis is a leader in the North American electric and gas utility business, with total assets of approximately C$29 billion and fiscal 2015 revenue of C$6.7 billion. The Corporation's asset mix is approximately 96% regulated (70% electric, 26% gas), with the remaining 4% comprised of non‑regulated energy infrastructure. The Corporation's regulated utilities serve more than 3 million customers across Canada, the United States and the Caribbean. For more information about Fortis, visit www.fortisinc.com or www.sedar.com.
About ITC
ITC is the largest independent electric transmission company in the United States. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, allow new generating resources to interconnect to its transmission systems and lower the overall cost of delivered energy. Through its regulated operating subsidiaries ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains, ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along approximately 15,700 circuit miles of transmission line. ITC's grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities.
Additional information can be accessed at www.itc-holdings.com or www.edgar.com.
About GIC
GIC is a leading global investment firm with well over US$100 billion in assets under management. Established in 1981 to secure the financial future of Singapore, the firm manages Singapore's foreign reserves. With its disciplined long-term value approach, GIC is uniquely positioned to invest in both the public and private markets, including equities, fixed income, real estate, private equity and infrastructure. In infrastructure, GIC's primary strategy is to invest directly in operating infrastructure assets with a high degree of cash flow visibility and which provide a hedge against inflation. These include mature, low to moderate-risk assets in developed markets, complemented by investments with higher growth potential in emerging markets. GIC employs over 1,300 people across offices in Singapore, Beijing, London, Mumbai, New York, San Francisco, Sao Paulo, Seoul, Shanghai, and Tokyo. For more information, please visit www.gic.com.sg.
Additional Information about the Acquisition and Where to Find It
Fortis filed with the SEC on March 17, 2016, a registration statement on Form F-4, including a proxy statement of ITC and a prospectus of Fortis, and other documents in connection with the acquisition of ITC. The proxy statement/prospectus will be sent to the shareholders of ITC. This communication is not a substitute for the proxy statement/prospectus or any other document Fortis or ITC has filed or will file with the SEC in connection with the acquisition. SHAREHOLDERS OF ITC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER FILINGS THAT MAY BE MADE WITH THE SEC IN CONNECTION WITH THE ACQUISITION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ACQUISITION. The registration statement and proxy statement/prospectus and other documents filed by Fortis and/or ITC with the SEC, when filed, will be available free of charge at the SEC's website at www.sec.gov, on Fortis' website at www.fortisinc.com or by contacting Fortis' Investor Relations department, and upon written request from ITC at ITC, Investor Relations, 27175 Energy Way, Novi, MI 48377. You may also read and copy any reports, statements and other information filed by Fortis and ITC with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at (800) 732-0330 or visit the SEC's website for further information on its public reference room. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Participants in the Solicitation of Proxies
This communication is not a solicitation of proxies in connection with the acquisition of ITC. However, ITC, Fortis and certain of their respective directors and executive officers and certain other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies in connection with the acquisition. Information about ITC's directors and executive officers may be found in its 2015 Annual Report on Form 10-K filed with the SEC on February 25, 2016, and definitive proxy statement relating to its 2016 Annual Meeting of Shareholders filed with the SEC on April 8, 2016. Information about Fortis' directors and executive officers may be found in its Management Information Circular available on its website at www.fortisinc.com and under its issuer profile at www.sedar.com.  Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with the acquisition will be included in the proxy statement/prospectus and other relevant materials filed with the SEC when they become available.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of applicable securities laws including the Private Securities Litigation Reform Act of 1995.  Forward-looking statements included in this news release reflect Fortis' and ITC's management's expectations regarding future growth, results of operations, performance and business prospects and opportunities. Wherever possible, words such as "will", "anticipates", "believes", "expects", "intends", "assumes", "estimates", "projects", "plans", "seeks", "may", "could", "would", "can", "continue" and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking statements, which include, without limitation, those statements related to the acquisition, the expectation that Fortis will borrow funds to satisfy its obligation to pay a portion of the cash purchase price for the acquisition, the expected time of closing of the acquisition, the intention of the parties to the acquisition to seek shareholder approvals in relation to the acquisition, the receipt of certain regulatory and federal approvals and the satisfaction of the conditions precedent to the closing of the acquisition. These statements reflect management's current beliefs and are based on information currently available to Fortis' and ITC's management.
Forward-looking statements involve significant risk, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking statements. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time to time in the forward-looking statements. Such risk factors or assumptions include, but are not limited to, the risks and uncertainties disclosed in Fortis' filings with Canadian securities regulators and ITC's annual report on Form 10-K and ITC's quarterly reports filed on Form 10-Q filed with the SEC, the ability to obtain shareholder and regulatory approvals in connection with the acquisition and the timing and terms thereof, state and federal regulatory legislative decisions and actions, interloper risk, risks relating to uncertainty relating to the completion of the acquisition and the timing thereof, the risk that conditions to the acquisition may not be satisfied, risks relating to the ability of Fortis to access capital markets on favourable terms or at all, risks relating to the ability of Fortis to satisfy the conditions precedent in the bridge financing facilities in order to access funds to complete the acquisition, currency exchange rates and resolution of pending litigation matters. Fortis and ITC caution readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. For additional information with respect to certain of these risks or factors, reference should be made to the materials filed from time to time by Fortis with Canadian securities regulatory authorities and to ITC's filings with the SEC, including the proxy circulars filed or to be filed by each such company in connection with the acquisition.  Fortis and ITC disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. 
 
SOURCE ITC Holdings Corp.

Article Date
4/20/2016
Close
2/9/2016 - Fortis Inc. To Acquire ITC Holdings Corp. For US$11.3 billion
X
Fortis Inc. To Acquire ITC Holdings Corp. For US$11.3 billion
Source: PR Newswire
ST. JOHN'S, Newfoundland and NOVI, Mich., Feb. 9, 2016 /PRNewswire/ --
Highlights
• The acquisition aligns with Fortis' financial objectives by providing approximately 5% earnings per common share accretion in the first full year following closing, excluding one-time acquisition-related expenses. Fortis continues to target 6% average annual dividend growth through 2020.
• ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along approximately 15,600 miles of transmission line.
• Fortis will become one of the top 15 North American public utilities ranked by enterprise value.
• ITC's FERC regulated operations, with substantial rate base growth and robust investment opportunities, add a new growth platform.
• Following the acquisition, ITC will continue as a stand-alone transmission company, retaining its focus on growth and operational excellence while benefiting from a broader platform that will support its mission to modernize electrical infrastructure in the U.S.
• ITC's average rate base and CWIP is expected to grow at a compounded average annual rate of approximately 7.5% through 2018.
• Fortis intends on retaining all of ITC's employees and maintaining the corporate headquarters in Novi, Michigan.
• The per share consideration of cash and Fortis stock payable to ITC shareholders of US$44.90 represents a 33% premium to the unaffected closing share price on November 27, 2015 and a 37% premium to the 30-day average unaffected share price prior to November 27, 2015. Pro forma, upon closing of the transaction, ITC shareholders will own approximately 27% of the combined company and will receive a meaningful increase in their dividend per share.
• In connection with the acquisition, Fortis will apply to list its common shares on the NYSE.
Fortis Inc. ("Fortis") (TSX: FTS) and ITC Holdings Corp. ("ITC") (NYSE: ITC) announced today that they have entered into an agreement and plan of merger pursuant to which Fortis will acquire ITC in a transaction (the "Acquisition") valued at approximately US$11.3 billion. Under the terms of the transaction ITC shareholders will receive US$22.57 in cash and 0.7520 Fortis shares per ITC share. At yesterday's closing price for Fortis common shares and the US$/C$ exchange rate, the per share consideration represents a premium of 33% over ITC's unaffected closing share price on November 27, 2015 and a 37% premium to the unaffected average closing price over the 30 day period prior to November 27, 2015.
Following the Acquisition, Fortis will be one of the top 15 North American public utilities ranked by enterprise value, with an estimated enterprise value of C$42 billion (US$30 billion). On a pro forma basis, the consolidated mid year 2016 rate base of Fortis would increase by approximately C$8 billion (US$6 billion) to approximately C$26 billion (US$18 billion), as a result of the Acquisition.
"Fortis has grown its business through strategic acquisitions that have contributed to strong organic growth over the past decade. Our performance in 2015 is a clear demonstration of the success of this strategy," says Mr. Barry Perry, President and Chief Executive Officer of Fortis. "The acquisition of ITC – a premier pure-play transmission utility – is a continuation of this growth strategy. ITC not only further strengthens and diversifies our business, but it also accelerates our growth."
Under the terms of the Acquisition, which has been approved by the boards of directors of both companies, ITC shareholders will receive approximately US$6.9 billion in Fortis common shares and cash at closing and Fortis will assume approximately US$4.4 billion of consolidated ITC indebtedness. Upon completion of the Acquisition, ITC will become a subsidiary of Fortis and approximately 27% of the common shares of Fortis will be held by ITC shareholders. Fortis will apply to list its common shares on the New York Stock Exchange ("NYSE") in connection with the Acquisition and will continue to have its shares listed on the Toronto Stock Exchange ("TSX").
"From the very beginning of ITC, we have been focused on creating meaningful value for all stakeholders, including customers, investors and employees, by becoming the leading electric transmission company in the U.S.," says Joseph L. Welch, Chairman, President and CEO of ITC. "Fortis is an outstanding company with a proven track record of successfully acquiring and managing U.S. based utilities in a decentralized manner. This transaction accomplishes our objectives by better positioning the company to have a higher level of focus on pursuing our long-term strategy of investing in transmission opportunities to improve reliability, expand access to power markets and allow new generating resources to interconnect to transmission systems and lower the overall cost of delivered energy for customers.
"I am forever grateful for the hard work of the ITC employees in building this great company and look forward to a bright future of continued operational excellence supported by the Fortis platform," says Mr. Welch. "We also very much appreciate the longstanding support of our investors who will receive an attractive premium for their investment and will also benefit from the opportunity to participate in the upside of the combination, including future value creation and a growing dividend program."
In addition to the necessary state approvals, the closing of the Acquisition is subject to ITC and Fortis shareholder approvals, the satisfaction of other customary closing conditions, and certain regulatory and federal approvals including, among others, those of the Federal Energy Regulatory Commission ("FERC"), the Committee on Foreign Investment in the United States, and the United States Federal Trade Commission/Department of Justice under the Hart-Scott-Rodino Antitrust Improvement Act. The closing of the Acquisition is expected to occur in late 2016.
A joint conference call and webcast is scheduled for Tuesday February 9, 2016 beginning at 8:30 a.m. Eastern Time (details provided below).
Entry into FERC Regulated Transmission
By acquiring ITC, Fortis is acquiring the largest independent pure-play electric transmission company in the United States. ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along approximately 15,600 miles of transmission line. In addition, ITC is a public utility and independent transmission owner in Wisconsin. ITC has grown its average rate base at a compounded average annual rate of approximately 16% over the last three years and, as of September 30, 2015, ITC had assets of US$7.4 billion.
"The acquisition of ITC is in alignment with our business model and acquisition strategy, providing meaningful accretion, and creating a unique, highly diversified, low-risk regulated energy transportation platform," explains Mr. Perry. "The predictable returns of a transmission business, with no commodity or fuel exposure, are very compelling.
"We take a very disciplined approach to acquisitions and are focused on businesses that have experienced management teams, provide geographic diversity in favorable economic regions, and possess significant growth prospects," concludes Mr. Perry.
Strategic Rationale
The strategic rationale underlying the transaction includes:
Accretive Transaction – The Acquisition aligns with Fortis' financial objectives by providing approximately 5% earnings per common share accretion in the first full year following closing, excluding one-time Acquisition-related expenses. Fortis continues to target 6% average annual dividend growth through 2020.
Increases Diversification – The Acquisition represents a singular opportunity for Fortis to significantly diversify its business in terms of regulatory jurisdictions, business risk profile and regional economic mix. Based on the twelve months ended September 30, 2015, pro forma the Acquisition, ITC is expected to represent almost 40% of the consolidated regulated operating earnings of Fortis. The Acquisition will increase the regional economic diversity of Fortis from its current operations in five Canadian provinces, the U.S. states of New York and Arizona, and three Caribbean countries, to include a presence in eight additional U.S. states.
Supportive FERC Regulation – ITC's tariff rates are regulated by FERC, which has been one of the most consistently supportive utility regulators in North America providing reasonable returns and equity ratios. Rates are set using a forward-looking rate-setting mechanism with an annual true-up, which provides timely cost recovery and reduces regulatory lag.
Long-Term Rate Base Growth Prospects – There is a significant need for capital investment in the aging U.S. electric transmission sector to improve reliability, expand access to power markets, allow new generating resources to interconnect to the transmission system and lower the overall cost of energy delivery. Based on ITC's planned capital expenditure program, ITC's average rate base and construction work in progress ("CWIP") is expected to increase at a compounded average annual rate of approximately 7.5% through 2018.
Clean energy policies in the United States, including renewable portfolio standards, are driving the need for new transmission investment to facilitate the delivery of electricity from renewable energy resources to load-serving entities. In particular, the Clean Power Plan ("CPP") is expected to drive investment in renewables and the retirement of coal-fired generation in the U.S. With its economies of scale and geographic footprint, ITC is favourably positioned to participate in the significant transmission investment opportunity fostered by the CPP.
Management Expertise – The ITC management team has a proven track record of strong EPS growth, total shareholder return, cash flow from operations and operational efficiencies. From its initial public offering in 2005 through November 2015, ITC has delivered more than double the annual shareholder returns of the S&P 500 Utilities Sector Index. ITC's experienced and execution-focused management team will continue to operate independently under the ownership structure of Fortis.
Transaction Details
The agreement and plan of merger relating to the Acquisition includes customary provisions.
In connection with the Acquisition, Fortis will become a registrant with the United States Securities and Exchange Commission (the "SEC") and will apply to list its common shares on the NYSE.
Each of the ITC board of directors and Fortis board of directors has approved the Acquisition and has determined that the Acquisition is in the best interest of its shareholders. Each of the ITC board and Fortis board recommend that its shareholders vote in favour of the proposed Acquisition.
In accordance with the requirements of the TSX, Fortis will seek shareholder approval of the issuance of common shares representing 40% of the outstanding common shares of Fortis (on a pre-Acquisition, non-diluted basis) as partial consideration for the Acquisition at an upcoming shareholders' meeting. The resolution is required to be approved by a majority of Fortis shareholders represented in person or by proxy at the meeting. A proxy circular describing the Acquisition in more detail will be mailed to Fortis shareholders in advance of the meeting.
Acquisition Financing
The financing of the Acquisition has been structured to allow Fortis to maintain a solid investment-grade credit rating and is consistent with Fortis's existing capital structure. Financing for the cash portion of the Acquisition will be achieved primarily through the issuance of approximately US$2 billion of Fortis debt and the sale of up to 19.9% of ITC to one or more infrastructure-focused minority investors.
Advisors
Goldman Sachs and Scotiabank served as financial advisors to Fortis and provided committed financing. White & Case LLP and Davies Ward Phillips & Vineberg LLP acted as legal advisors to Fortis.
Barclays and Morgan Stanley acted as financial advisors to ITC. Simpson Thacher & Bartlett LLP acted as legal advisor to ITC. Lazard served as financial advisor and Jones Day acted as legal advisor to ITC's board of directors.
About ITC
ITC Holdings Corp. (NYSE: ITC) is the largest independent electric transmission company in the United States. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, allow new generating resources to interconnect to its transmission systems and lower the overall cost of delivered energy. Through its regulated operating subsidiaries ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains, ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along approximately 15,600 circuit miles of transmission line. ITC's grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities. Additional information can be accessed at www.itc-holdings.com or www.edgar.com.
About Fortis
Fortis is a leader in the North American electric and gas utility business, with total assets of approximately C$28.6 billion as at September 30, 2015 and revenue totalling approximately C$6.7 billion for the twelve month period ended September 30, 2015. Its regulated utilities serve more than three million customers across Canada and in the United States and the Caribbean. Fortis also owns long-term contracted hydroelectric generation assets in British Columbia and Belize.
Fortis shares are listed on the TSX and trade under the symbol FTS. Additional information can be accessed at www.fortisinc.com or www.sedar.com.
Additional Information about the Acquisition and Where to Find It
Fortis will file with the SEC a registration statement on Form F-4, which will include a proxy statement of ITC that also constitutes a prospectus of Fortis, and any other documents in connection with the Acquisition. The definitive proxy statement/prospectus will be sent to the shareholders of ITC. INVESTORS AND SHAREHOLDERS OF ITC ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS, AND ANY OTHER DOCUMENTS FILED OR TO BE FILED WITH THE SEC IN CONNECTION WITH THE ACQUISITION WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT FORTIS, ITC, THE ACQUISITION AND RELATED MATTERS. The registration statement and proxy statement/prospectus and other documents filed by Fortis and ITC with the SEC, when filed, will be available free of charge at the SEC's website at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the proxy statement/prospectus and other documents which will be filed with the SEC by Fortis on Fortis' website at www.fortisinc.com or upon written request to Fortis' Investor Relations department, PO Box 8837, St. John's, NL A1B 3T2 or by calling 709.737.2800, and will be able to obtain free copies of the proxy statement/prospectus and other documents filed with the SEC by ITC upon written request to ITC, Investor Relations, 27175 Energy Way, Novi, MI 48377 or by calling 248.946.3000. You may also read and copy any reports, statements and other information filed by Fortis and ITC with the SEC at the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call the SEC at 800.732.0330 or visit the SEC's website for further information on its public reference room. This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to appropriate registration or qualification under the securities laws of such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Participants in the Solicitation of Proxies
This communication is not a solicitation of proxies in connection with the Acquisition. However, ITC, Fortis, certain of their respective directors and executive officers and certain other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies in connection with the Acquisition. Information about ITC's directors, executive officers and other members of management and employees may be found in its 2014 Annual Report on Form 10-K filed with the SEC on February 26, 2015, and definitive proxy statement relating to its 2015 Annual Meeting of Shareholders filed with the SEC on April 9, 2015. These documents can be obtained free of charge from the sources indicated above. Information about Fortis' directors and executive officers may be found in its Management Information Circular dated March 20, 2015 available on its website at www.fortisinc.com. Additional information regarding the interests of such potential participants in the solicitation of proxies in connection with the Acquisition will be included in the proxy statement/prospectus and other relevant materials filed with the SEC when they become available.
Teleconference to Discuss Acquisition
Fortis and ITC will host a conference call and webcast, accompanied by slides, to discuss the transaction on February 9, 2016 at 8:30 a.m. Eastern Time.   To access via conference call, please dial 1.844.862.1432 (North America) or 1.617.826.1698 (international) and enter passcode 48792392. To access the webcast, please use this link: www.gowebcasting.com/7301.   Presentation slides for the conference call are available on the Fortis website at www.fortisinc.com and on the ITC website at www.itc-holdings.com.   A replay of the conference call will be available two hours after the conclusion of the call until March 9, 2016. Interested parties can call 1.855.859.2056 or 1.404.537.3406 and enter pass code 48792392.
This news release contains forward-looking statements within the meaning of applicable securities laws including the Private Securities Litigation Reform Act of 1995. Forward-looking statements included in this media release reflect Fortis' and ITC's management's expectations and beliefs regarding future growth, results of operations, performance and business prospects and opportunities and the outlook for Fortis' and ITC's respective businesses and the electric transmission industry based on information currently available. Wherever possible, words such as "will", "anticipates", "believes", "expects", "intends", "assumes", "estimates", "projects", "expects", "plans", "seeks", "may", "could", "would", "can", "continue" and the negative of these terms and other similar terminology or expressions have been used to identify the forward-looking statements, which include, without limitation, those statements related to the Acquisition, the combined company's future business prospects and performance, growth potential, financial strength, market profile, revenues, proceeds, working capital, capital expenditures, investment valuations, liquidity, income, and margins, the satisfaction of the conditions precedent to the closing of the Acquisition, the expectation that Fortis will find one or more minority investors to invest in ITC, the expectation that Fortis will borrow funds to satisfy its obligation to pay the cash portion of the purchase price and will issue securities to pay the balance of the purchase price, the percentage of Fortis common shares to be held by ITC shareholders following the Acquisition, the intention of the parties to the Acquisition to seek, and the expected timing for, shareholder approvals in relation to the Acquisition, the expectation that the Acquisition will be accretive in the first full year following closing, that the Acquisition will support the average annual dividend growth target of Fortis, the availability of future investment opportunities in the electrical transmission industry in the United States, the United States federal regulatory environment and expectations in respect of the continued support for investment in the transmission industry by FERC, the expectation that Fortis will maintain an investment-grade credit rating and will become an SEC registrant and have its common shares listed on the NYSE in connection with the Acquisition, the expectation that ITC will continue to operate independently under the ownership structure of Fortis following the Acquisition, will retain its current employees and will continue to be based in Novi, Michigan, the timing of closing of the Acquisition, the amount of indebtedness of ITC expected to have been incurred as of closing, and the impact of the CPP and other clean energy policies on the electrical transmission industry in the United States. These statements reflect management's current beliefs and are based on information currently available to Fortis' and ITC's management.
Forward-looking statements involve significant risk, uncertainties and assumptions. Certain material factors or assumptions have been applied in drawing the conclusions contained in the forward-looking statements. These factors or assumptions are subject to inherent risks and uncertainties surrounding future expectations generally, including those identified from time-to-time in the forward-looking statements. Such risk factors or assumptions include, but are not limited to, risks relating to regulation and energy prices, the ability to obtain shareholder and regulatory approvals in connection with the Acquisition and the timing and terms thereof, state and federal regulatory legislative decisions and actions, interloper risk, risks relating to uncertainty relating to the completion of the Acquisition and the timing thereof, the risk that conditions to the Acquisition may not be satisfied, risks relating to the focus of management time and attention on the Acquisition and other disruption from the Acquisition making it more difficult to maintain business and operational relationships, the possibility that the expected synergies and value creation from the Acquisition will not be realized, or will not be realized within the expected time period, the risk that ITC will not be integrated successfully, risks relating to the potential decline in the Fortis share price negatively impacting the value of the consideration offered to ITC shareholders, risks relating to the constraints that the minority investment may impose on Fortis' ability to operate the ITC business in accordance with its business plan following closing, risks relating to the ability of Fortis to access capital markets on favourable terms or at all, risk relating to the ability of Fortis to identify minority investors, the cost of debt and equity capital, general economic, market and political conditions, changes in regional economic and market conditions which could affect customer growth and energy usage, weather variations affecting energy use, the performance of the stock market and changing interest rate environment, which affect the value of pension and other retiree benefit plan assets and the related contribution requirements and expense, risks relating to derivatives and hedging, currency exchange rates, interest rates, capital resources, loss of service area, licences and permits, environmental risks, insurance risks, labour relations, risks relating to human resources, liquidity risks, resolution of pending litigation matters, changes in accounting standards, changes in critical accounting estimates, the ongoing restructuring of the electric industry, changes to long-term contracts, the cost of fuel and power supplies, cyber-attacks or challenges to Fortis' and ITC's information security, and certain presently unknown or unforeseen factors, including, but not limited to, acts of terrorism. Fortis and ITC caution readers that a number of factors could cause actual results, performance or achievements to differ materially from the results discussed or implied in the forward-looking statements. These factors should be considered carefully and undue reliance should not be placed on the forward-looking statements. For additional information with respect to certain of these risks or factors, reference should be made to the continuous disclosure materials filed from time to time by Fortis with Canadian securities regulatory authorities and to ITC's filings with the SEC, including the proxy circulars to be filed by each such company in connection with the Acquisition. Fortis and ITC disclaim any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
SOURCE ITC Holdings Corp.

Article Date
2/9/2016
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