Integration Planning Teams Kick Off Next Phase
Yesterday, the integration teams met in Atlanta to kick off the next phase of integration planning. As I addressed the group during the morning meeting, the exceptional effort it will take to successfully integrate AGL Resources and Nicor was even more apparent. The audience in front of me has roughly doubled in size since I last spoke with them – a testament to the significant volume of work ahead of these teams in this next phase. The teams will spend this week welcoming new members and developing work plans for the next 12 weeks. And while team members will be in Atlanta for scheduled progress updates, you’ll see many of them in offices around the company as they work together to create detailed designs of post-merger operating models and develop plans for successful implementation. A full list of the integration team members is available on the Merger Communications page of Planet.
Every employee has an important role in the integration process, whether serving on an integration team, continuing to focus on core responsibilities, or taking on new responsibilities to support an integration team member. The time commitment required of the integration team members is considerable, and it would not be possible without the support of colleagues to ensure the daily demands of the business are met and that we provide safe, reliable service to our customers.
If you have any questions about the integration planning process or any other aspect of the merger, I encourage you to talk with your manager, visit the Merger Communications page on Planet, or send your thoughts to merger@aglresources.com
Thank you for your continued support of the integration planning process.
Drew Evans
Executive Vice President and Chief Financial Officer
Chair, Merger Transition Committee
Excerpt from the Merger Communications page of Planet:
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Integration Teams
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Below is a list of employees participating on merger integration teams, as of June 8th.
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Corporate
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Ben Abramson, AGL Resources
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Brandon Klingberg, Nicor
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Todd Thompson, AGL Resources
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Louis Acuna, AGL Resources
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Mark Knox, Nicor
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Anne Tkacs, AGL Resources
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James Anderson, AGL Resources
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Grace Kolvereid, AGL Resources
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Dat Tran, AGL Resources
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Heather Auger, AGL Resources
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Antoinette Lambert, Nicor
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Bob Voss, AGL Resources
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Myra Bierria, AGL Resources
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Dan Lambert, Nicor
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Randy Wade, AGL Resources
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DeeDee Bonner, AGL Resources
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Dan Lambright, AGL Resources
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Paul Wagner, AGL Resources
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Tricia Bonner, AGL Resources
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Ron Lepionka, AGL Resources
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Laura Wilkinson-Sinton, AGL
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Jeff Brown, AGL Resources
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Scott Lewis, Nicor
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Resources
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Steve Cave, AGL Resources
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Patrick Loftus, Nicor
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Barbara Zeller, Nicor
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Kathy Christel, Nicor
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David Lukowicz, Nicor
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Mike Zumach, Nicor
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Barbara Christopher, AGL Resources
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Dustin Martin, AGL Resources
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Jamie Coleman, AGL Resources
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Annette Martinez, Nicor
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Greg Corbett, AGL Resources
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Susan Mason, AGL Resources
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Wendell Dallas, AGL Resources
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Pat McQueeny, Nicor
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Kelley Daviss, AGL Resources
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Becky Meggesin, Nicor
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Barbara DeBardelaben, AGL Resources
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Cathy Mejia, Nicor
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Bill DeSantis, AGL Resources
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Chasity Miller, AGL Resources
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Trisha Feely, Nicor
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Robert Mims, AGL Resources
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Karen Fike, AGL Resources
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Angela Nagy, AGL Resources
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Jennifer Fiorenza, AGL Resources
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Mark Namirr, AGL Resources
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Ron Forster, AGL Resources
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Ryan Neary, Nicor
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Shannon Garmon, AGL Resources
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Cindy Nelson, Nicor
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Porter Gnann, AGL Resources
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Gary Nottelmann, Nicor
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Jim Gorenz, Nicor
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Sue O’Connell, Nicor
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Julie Granger-Kritz, AGL Resources
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David Parmer, Nicor
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Srinivas Gutti, Nicor
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Karen Pepping, Nicor
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Paul Hailstone, AGL Resources
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Connie Pritchert, Nicor
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Brian Hannon, AGL Resources
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Cindy Reyes, Nicor
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Angela Hill, AGL Resources
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Doug Ruschau, Nicor
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Richard Hyde, AGL Resources
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Margi Schiemann, Nicor
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Kerry Johnson, AGL Resources
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Bob Schnorr, AGL Resources
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Michael Johnson, AGL Resources
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Bryan Seas, AGL Resources
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Rachel Johnson, AGL Resources
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Pamela Shaheen, Nicor
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Timothy Kaufman, Nicor
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David Slovensky, AGL Resources
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Thomas Keilhack, Nicor
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David Smith, AGL Resources
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Jim Kibler, AGL Resources
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Rhonda Smith, AGL Resources
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Denise Kirhofer, Nicor
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Joe Surber, AGL Resources
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Distribution Operations
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Wholesale
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Hans Bell, Nicor
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John Sayers, AGL Resources
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Berney Aucoin, AGL Resources
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Ernie Brake, AGL Resources
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Caryn Schilstra, AGL Resources
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Steve Cittadine, Nicor
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Jason Broach, AGL Resources
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Tim Sherwood, AGL Resources
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Kevin Conneighton, Nicor
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Sandra Broughton, AGL Resources
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Allen Spivey, AGL Resources
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James Goerig, AGL Resources
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Tim Brown, AGL Resources
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Robert Stallings, AGL Resources
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Brian Little, AGL Resources
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Scott Carter, AGL Resources
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Evan Stout, AGL Resources
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Chris Schulz, Nicor
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Len Gilmore, Nicor
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Jay Sutton, AGL Resources
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Jim Griffin, Nicor
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Somali Tomczak, Nicor
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Sharon Grove, Nicor
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Ben Ward, AGL Resources
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Shipping
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Greg Hare, AGL Resources
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Stephen Wassell, AGL Resources
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Drew Evans, AGL Resources
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Jean Harrison, AGL Resources
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Stephen Whalen, AGL Resources
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Rick Hawley, Nicor
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Stephanie Hull, AGL Resources
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Pat Whiteside, Nicor
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Paul Morrison, Nicor
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Nina Hunter, Nicor
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Angela Whitfield, Nicor
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Emeka Igwilo, AGL Resources
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Clint Whybark, Nicor
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Jim Jerozal, Nicor
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Maureen Williams, Nicor
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Other Energy Ventures
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Pat Keefe, AGL Resources
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Mike Braswell, AGL Resources
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Kevin Kirby, Nicor
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Retail
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Steve Cittadine, Nicor
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Scot Koif, Nicor
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Shannon Cowling, AGL Resources
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Dan Dodge, Nicor
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Greg Konwinski, Nicor
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Robert Cumbie, AGL Resources
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Pete Tumminello, AGL Resources
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Steve Lindsey, AGL Resources
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Paul DeLacey, Nicor
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Rick Lonn, AGL Resources
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Dennis Donovan, Nicor
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Brian MacLean, AGL Resources
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John Jamieson, AGL Resources
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Christa Markgraff, Nicor
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Dale Larkin, Nicor
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Barry Martin, AGL Resources
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Michael Nieman, AGL Resources
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Anthony McCain, Nicor
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Mark Rueff, Nicor
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Connie McIntyre, AGL Resources
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Vishal Thakkar, Nicor
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Mark Meeker, AGL Resources
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David Wieglus, Nicor
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Mike Morley, AGL Resources
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Bob Mudra, Nicor
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Steve Murphy, AGL Resources
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Storage
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Kyle Ormsby, AGL Resources
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Mike Craig, AGL Resources
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Nick Popielski, AGL Resources
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John Fortman, Nicor
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Charles Rawson, AGL Resources
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Dana Grams, AGL Resources
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Ellen Rendos, Nicor
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Jim Pitts, AGL Resources
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Richard Rogers, AGL Resources
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Chris Schulz, Nicor
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Wayne Rutledge, AGL Resources
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Forward Looking Statements
To the extent any statements made in this document contain information that is not historical, these statements are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (collectively, “forward-looking statements”).
These forward-looking statements relate to, among other things, the successful integration of the companies. Forward-looking statements can generally be identified by the use of words such as “believe”, “anticipate”, “expect”, “estimate”, “intend”, “continue”, “plan”, “project”, “will”, “may”, “should”, “could”, “would”, “target”, “potential” and other similar expressions. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. Although certain of these statements set out herein are indicated above, all of the statements in this release that contain forward-looking statements are qualified by these cautionary statements. Although AGL Resources and Nicor believe that the expectations reflected in such forward-looking statements are reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Certain material factors or assumptions are applied in making forward-looking statements, including, but not limited to, factors and assumptions regarding the items outlined above. Actual results may differ materially from those expressed or implied in such statements. Important factors that could cause actual results to differ materially from these expectations include, among other things, the following: the failure to receive, on a timely basis or otherwise, the required approvals by AGL Resources and Nicor stockholders and government or regulatory agencies (including the terms of such approvals); the risk that a condition to closing of the merger may not be satisfied; the possibility that the anticipated benefits and synergies from the proposed merger cannot be fully realized or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of AGL Resources and Nicor operations will be greater than expected; the ability of the combined company to retain and hire key personnel and maintain relationships with customers, suppliers or other business partners; the impact of legislative, regulatory, competitive and technological changes; the risk that the credit ratings of the combined company may be different from what the companies expect; and other risk factors relating to the energy industry, as detailed from time to time in each of AGL Resources’ and Nicor’s reports filed with the Securities and Exchange Commission (“SEC”). There can be no assurance that the proposed merger will in fact be consummated.
Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found in the body of this release, as well as under Item 1.A. in each of AGL Resources’ and Nicor’s Annual Report on Form 10-K for the fiscal year December 31, 2010. AGL Resources and Nicor caution that the foregoing list of important factors that may affect future results is not exhaustive. When relying on forward-looking statements to make decisions with respect to AGL Resources and Nicor, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. All subsequent written and oral forward-looking statements concerning the proposed transaction or other matters attributable to AGL Resources and Nicor or any other person acting on their behalf are expressly qualified in their entirety by the cautionary statements referenced above. The forward-looking statements contained herein speak only as of the date of this communication. Neither AGL Resources nor Nicor undertakes any obligation to update or revise any forward-looking statement, except as may be required by law.
Additional Information
In connection with the proposed merger, AGL Resources has filed with the SEC a Registration Statement on Form S-4 (Registration No. 333-172084), as amended, which is publicly available, that includes a joint proxy statement of AGL Resources and Nicor that also constitutes a prospectus of AGL Resources. On or about May 10, 2011, AGL Resources and Nicor mailed the definitive joint proxy statement/prospectus to their respective stockholders of record as of April 18, 2011. WE URGE INVESTORS TO READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS CAREFULLY, AS WELL AS OTHER DOCUMENTS FILED WITH THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AGL RESOURCES, NICOR AND THE PROPOSED TRANSACTION. The joint proxy statement/prospectus, as well as other filings containing information about AGL Resources and Nicor, can be obtained free of charge at the website maintained by the SEC at www.sec.gov. You may also obtain these documents, free of charge, from AGL Resources’ website (www.aglresources.com) under the tab Investor Relations/SEC Filings or by directing a request to AGL Resources, P.O. Box 4569, Atlanta, GA, 30302-4569. You may also obtain these documents, free of charge, from Nicor’s website (www.nicor.com) under the tab Investor Information/SEC Filings or by directing a request to Nicor, P.O. Box 3014, Naperville, IL 60566-7014.
The respective directors and executive officers of AGL Resources and Nicor, and other persons, may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information regarding AGL Resources’ directors and executive officers is available in the joint proxy statement/prospectus contained in the above referenced Registration Statement and its definitive proxy statement filed with the SEC by AGL Resources on March 14, 2011, and information regarding Nicor directors and executive officers is available in the joint proxy statement/prospectus contained in the above referenced Registration Statement and its definitive proxy statement filed with the SEC by Nicor on April 19, 2011. These documents can be obtained free of charge from the sources indicated above. Other information regarding the interests of the participants in the proxy solicitation are included in the definitive joint proxy statement/prospectus and other relevant materials filed with the SEC. This communication shall not constitute an offer to sell or the solicitation of 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 registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.