Argo Infrastructure Partners LP reached an agreement to acquire Corning Natural Gas Holding Corporation (OTCPK:CNIG) for $76.3 million on January 12, 2021. Argo Infrastructure Partners will pay $24.75 for each share outstanding of Corning Natural. The agreement is structured as a merger and provides for a 45 day “go-shop” period and will require Corning to suspend its dividend reinvestment program. Corning Natural Gas Holding announced the expiration of the 45-day “go shop” period pursuant to the terms of the previously announced definitive merger agreement. Upon the completion of the merger, Corning expects to maintain its leadership team and employees with no changes in operations and customer service. Upon consummation of the Merger, the Corning's common stock will be delisted from the OTCQX and deregistered under the Exchange Act. Corning Natural Gas Holding Corporation will operate as a wholly owned subsidiary of Argo Infrastructure. Both the parties are required to pay termination fee of $2.5 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.