8-KOther Events

DOMINION ENERGY, INC 8-K Report (Sep 10, 2001)

Filed September 10, 2001For Securities:D

Summary

Dominion Energy, Inc. (D) announced on September 9, 2001, its intention to acquire Louis Dreyfus Natural Gas Corp. through a merger with its wholly-owned subsidiary, Consolidated Natural Gas Company (CNG). This strategic move aims to expand Dominion's natural gas operations. The transaction is structured as a stock and cash deal, where Louis Dreyfus shareholders will receive $20.00 in cash and 0.3226 shares of Dominion common stock for each share of Louis Dreyfus stock they hold. The merger is subject to several conditions, including approval from Louis Dreyfus's stockholders, antitrust clearances, and SEC approval. Dominion anticipates this merger to be a tax-free reorganization. The announcement was made via a joint press release issued on September 10, 2001, and the merger agreement is attached as an exhibit to this 8-K filing.

Key Highlights

  • 1Dominion Energy, Inc. (D) is acquiring Louis Dreyfus Natural Gas Corp. via a merger.
  • 2The acquisition will be executed through Dominion's subsidiary, Consolidated Natural Gas Company (CNG).
  • 3Louis Dreyfus shareholders will receive $20.00 in cash and 0.3226 shares of Dominion common stock per share.
  • 4The transaction is structured as a merger where CNG will be the surviving entity.
  • 5The merger is contingent upon shareholder approval, antitrust review, and SEC clearance.
  • 6Dominion intends for the merger to qualify as a tax-free reorganization.
  • 7A joint press release and the merger agreement are filed as exhibits.

Frequently Asked Questions

This 8-K filing announces a material event for Dominion Energy, Inc. (D): the entry into an Agreement and Plan of Merger to acquire Louis Dreyfus Natural Gas Corp.

Each shareholder of Louis Dreyfus will receive $20.00 in cash and 0.3226 shares of Dominion common stock for each share of Louis Dreyfus common stock they own.

The consummation of the merger is subject to the approval of Louis Dreyfus stockholders, approvals under United States antitrust laws, approval by the Securities and Exchange Commission, and other customary closing conditions.

Dominion intends for the merger to be a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended. However, shareholders should consult with their own tax advisors for personalized advice.