Argo Infrastructure Partners LP reached an agreement to acquire Corning Natural Gas Holding Corporation for $76.3 million.
The transaction is subject to, among other customary closing conditions, the approvals of the New York Public Service Commission and the Pennsylvania Public Utility Commission, as well as Corning's shareholders, waiting period applicable to the consummation of the merger under the HSR Act (or any extension thereof) shall have expired or been terminated, the number of Dissenting Shares shall not exceed ten percent (10%) of the number of outstanding shares of Company Common Stock and third party approvals. The Board of Directors of the Corning Natural Gas and Argo Infrastructure has unanimously approved the Merger Agreement and the transactions contemplated thereby, and unanimously resolved to recommend that the Corning's stockholders vote in favor of approval of the Merger Agreement. On April 30, 2021, Corning and Argo filed with the New York Public Service Commission, petition seeking NYPSC approval. As of May 27, 2021, Corning Natural Gas' shareholders approved the transaction. Corning and Argo expect to complete the transaction in the second half of 2021, but there can be no guarantee that the merger will be completed when expected. As of February 26, 2021, the transaction is expected to close in the fourth quarter of 2021 or first quarter of 2022. As of May 6, 2021, merger is expected to complete in the first quarter of 2022. Janney Montgomery Scott is serving as exclusive financial advisor to Corning and provided a fairness opinion to the Corning's board of directors. Richard Klapow, Elena V. Rubinov Frederick J. Lark of Mayer Brown LLP acted as legal advisors to Argo Infrastructure Partners whereas Christopher Hubber of Kohrman Jackson & Krantz LLP acted as legal advisor to Corning Natural Gas Holding Corporation. Corning Natural Gas Holding agreed to pay to Janney a fee upon Janney's delivery of its written opinion in the amount of $250,000, a fee for financial advisory services rendered in the amount of $175,000, and a fee upon the consummation of the merger in consideration of financial advisory services rendered in connection with the merger of $575,000, for an aggregate amount of fees of approximately $1 million.